Exhibit 4.2


 


EXECUTION VERSION 


 


CREDIT
SUISSE COMMERCIAL MORTGAGE SECURITIES CORP.,

as Depositor


 


KEYBANK
NATIONAL ASSOCIATION,

as Master Servicer


 


RIALTO
CAPITAL ADVISORS, LLC,

as Special Servicer


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator and as Trustee


 


and


 


PENTALPHA
SURVEILLANCE LLC,

as Operating Advisor and as Asset Representations Reviewer


 


POOLING
AND SERVICING AGREEMENT


 


Dated
as of


 


September
1, 2017


 


CSAIL
2017-CX9 Commercial Mortgage Trust,

Commercial Mortgage Pass-Through Certificates


 


Series
2017-CX9


 




     


     


    

 


TABLE
OF CONTENTS


 








	 	 	Page
	ARTICLE
                                         I


 

DEFINITIONS



	 	 	 
	Section
    1.01	Defined
    Terms	9
	Section 1.02	Certain Calculations	146
	Section 1.03	Certain Constructions	147







 


Article
II



CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES


 


	Section
    2.01	Conveyance
    of Mortgage Loans	148
	Section 2.02	Acceptance by Trustee	154
	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	159
	Section 2.04	Execution of Certificates;
    Issuance of Lower-Tier Regular Interests	175
	Section 2.05	Creation of the Grantor
    Trust	176


 


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	176
	Section 3.02	Collection of Mortgage
    Loan Payments	183
	Section 3.03	Collection of Taxes,
    Assessments and Similar Items; Servicing Accounts	188
	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
    and the Gain-on-Sale Reserve Account	193
	Section 3.05	Permitted
    Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account	200
	Section 3.06	Investment of Funds
    in the Collection Account and the REO Account	211



 






    -i- 


     


    

 


	Section
    3.07	Maintenance
    of Insurance Policies; Errors and Omissions and Fidelity Coverage	213
	Section 3.08	Enforcement
    of Due-on-Sale Clauses; Assumption Agreements	218
	Section 3.09	Realization
    Upon Defaulted Loans and Companion Loans	223
	Section 3.10	Trustee
    and Custodian to Cooperate; Release of Mortgage Files	226
	Section 3.11	Servicing
    Compensation	228
	Section 3.12	Inspections;
    Collection of Financial Statements	234
	Section 3.13	Access
    to Certain Information	240
	Section 3.14	Title
    to REO Property; REO Account	253
	Section 3.15	Management
    of REO Property	255
	Section 3.16	Sale
    of Defaulted Loans and REO Properties	257
	Section 3.17	Additional
    Obligations of Master Servicer and Special Servicer	264
	Section 3.18	Modifications,
    Waivers, Amendments and Consents	267
	Section 3.19	Transfer
    of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report	275
	Section 3.20	Sub-Servicing
    Agreements	282
	Section 3.21	Interest
    Reserve Account	286
	Section 3.22	Directing
    Holder and Operating Advisor Contact with the Master Servicer and the Special Servicer	286
	Section 3.23	Controlling
    Class Certificateholders, Directing Certificateholder and the Risk Retention Consultation Party; Certain Rights and Powers
    of Directing Holder and the Risk Retention Consultation Party	287
	Section 3.24	Intercreditor
    Agreements	292
	Section 3.25	Rating
    Agency Confirmation	295
	Section 3.26	The
    Operating Advisor	297
	Section 3.27	Companion
    Paying Agent	304
	Section 3.28	Companion
    Register	305
	Section 3.29	Certain
    Matters Relating to the Non-Serviced Mortgage Loans	305
	Section 3.30	Delivery
    of Excluded Information to the Certificate Administrator	307
	Section 3.31	Horizontal
    Credit Risk Retention	307
	Section 3.32	Resignation
    Upon Prohibited Risk Retention Affiliation	308
	 	 	 


 Article
IV



distributions TO CERTIFICATEHOLDERS 


	 	 	 
	Section
    4.01	Distributions	309
	Section 4.02	Distribution
    Date Statement; CREFC® Investor Reporting Packages; Grant of Power of Attorney	330
	Section 4.03	P&I
    Advances	336
	Section 4.04	Allocation
    of Realized Losses	339
	Section 4.05	Appraisal
    Reduction Amounts; Collateral Deficiency Amounts	341
	Section 4.06	Grantor
    Trust Reporting	348
	Section 4.07	Investor
    Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	349
	Section 4.08	Secure
    Data Room	352


 






    -ii- 


     


    

 


Article
V



THE CERTIFICATES


 


	Section
    5.01	The
    Certificates	353
	Section 5.02	Form
    and Registration	356
	Section 5.03	Registration
    of Transfer and Exchange of Certificates	359
	Section 5.04	Mutilated,
    Destroyed, Lost or Stolen Certificates	368
	Section 5.05	Persons
    Deemed Owners	368
	Section 5.06	Access
    to List of Certificateholders’ Names and Addresses; Special Notices	369
	Section 5.07	Maintenance
    of Office or Agency	370
	Section 5.08	Appointment
    of Certificate Administrator	370
	Section 5.09	Exchanges
    of Exchangeable Groups of Certificates	371
	Section 5.10	Voting
    Procedures	374


 


Article
VI



THE DEPOSITOR, THE MASTER SERVICER, THE Special Servicer, the Operating Advisor, the asset representations
reviewer, THE DIRECTING Holder and the risk retention consultation party


 


	Section
    6.01	Representations,
    Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations Reviewer	375
	Section 6.02	Liability
    of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer	381
	Section 6.03	Merger,
    Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset
    Representations Reviewer	381
	Section 6.04	Limitation
    on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
    Reviewer and Others	383
	Section 6.05	Depositor,
    Master Servicer and Special Servicer Not to Resign	388
	Section 6.06	Rights
    of the Depositor in Respect of the Master Servicer and the Special Servicer	389
	Section 6.07	The
    Master Servicer and the Special Servicer as Certificate Owner	389
	Section 6.08	The
    Directing Holder and the Risk Retention Consultation Party	389
	Section 6.09	Knowledge
    of Wells Fargo Bank, National Association	397


 


Article
VII



SERVICER TERMINATION EVENTS


 


	Section
    7.01	Servicer
    Termination Events; Master Servicer and Special Servicer Termination	397



 






    -iii- 


     


    

 


	Section
    7.02	Trustee
    to Act; Appointment of Successor	406
	Section 7.03	Notification
    to Certificateholders	408
	Section 7.04	Waiver
    of Servicer Termination Events	408
	Section 7.05	Trustee
    as Maker of Advances	409


 


Article
VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


	Section
    8.01	Duties
    of the Trustee and the Certificate Administrator	409
	Section 8.02	Certain
    Matters Affecting the Trustee and the Certificate Administrator	411
	Section 8.03	Trustee
    and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates, Mortgage Loans	413
	Section 8.04	Trustee
    or Certificate Administrator May Own Certificates	413
	Section 8.05	Fees
    and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	414
	Section 8.06	Eligibility
    Requirements for Trustee and Certificate Administrator	415
	Section 8.07	Resignation
    and Removal of the Trustee and Certificate Administrator	416
	Section 8.08	Successor
    Trustee or Certificate Administrator	418
	Section 8.09	Merger
    or Consolidation of Trustee or Certificate Administrator	419
	Section 8.10	Appointment
    of Co-Trustee or Separate Trustee	419
	Section 8.11	Appointment
    of Custodians	420
	Section 8.12	Representations
    and Warranties of the Trustee	421
	Section 8.13	Provision
    of Information to Certificate Administrator, Master Servicer and Special Servicer	422
	Section 8.14	Representations
    and Warranties of the Certificate Administrator	422
	Section 8.15	Compliance
    with the PATRIOT Act	424


 


Article
IX



TERMINATION


 


	Section
    9.01	Termination
    upon Repurchase or Liquidation of All Mortgage Loans	424
	Section 9.02	Additional
    Termination Requirements	428


 


Article
X



ADDITIONAL REMIC PROVISIONS


 


	Section
    10.01	REMIC
    Administration	429
	Section 10.02	Use
    of Agents	432
	Section 10.03	Depositor,
    Master Servicer and Special Servicer to Cooperate with Certificate Administrator	433
	Section 10.04	Appointment
    of REMIC Administrators	433


 






    -iv- 


     


    

 


Article
XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


	Section
    11.01	Intent
    of the Parties; Reasonableness	434
	Section 11.02	Succession;
    Subcontractors	435
	Section 11.03	Filing
    Obligations	437
	Section 11.04	Form
    10-D and Form ABS-EE Filings	438
	Section 11.05	Form
    10-K Filings	442
	Section 11.06	Sarbanes-Oxley
    Certification	445
	Section 11.07	Form
    8-K Filings	446
	Section 11.08	Form
    15 Filing	448
	Section 11.09	Annual
    Compliance Statements	448
	Section 11.10	Annual
    Reports on Assessment of Compliance with Servicing Criteria	450
	Section 11.11	Annual
    Independent Public Accountants’ Attestation Report	452
	Section 11.12	Significant
    Obligors	453
	Section 11.13	Indemnification	455
	Section 11.14	Amendments	457
	Section 11.15	Regulation
    AB Notices	458
	Section 11.16	Certain
    Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	458
	Section 11.17	Impact
    of Cure Period	463


 


Article
XII



the asset representations reviewer


 


	Section
    12.01	Asset
    Review	463
	Section 12.02	Payment
    of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	469
	Section 12.03	Resignation
    of the Asset Representations Reviewer	470
	Section 12.04	Restrictions
    of the Asset Representations Reviewer	470
	Section 12.05	Termination
    of the Asset Representations Reviewer	471


 


Article
XIII



MISCELLANEOUS PROVISIONS


 


	Section
    13.01	Amendment	474
	Section 13.02	Recordation
    of Agreement; Counterparts	479
	Section 13.03	Limitation
    on Rights of Certificateholders	479
	Section 13.04	Governing
    Law; Submission to Jurisdiction; Waiver of Jury Trial	480
	Section 13.05	Notices	481
	Section 13.06	Severability
    of Provisions	485
	Section 13.07	Grant
    of a Security Interest	485
	Section 13.08	Successors
    and Assigns; Third Party Beneficiaries	486



 






    -v- 


     


    

 


	Section
    13.09	Article
    and Section Headings	486
	Section 13.10	Notices
    to the Rating Agencies	486


 


    -vi- 


     


    

 


EXHIBITS


 


	Exhibit A-1	Form of Class A-1 Certificate
	Exhibit A-2	Form of Class A-2 Certificate
	Exhibit A-3	Form of Class A-3 Certificate
	Exhibit A-4	Form of Class A-4 Certificate
	Exhibit A-5	Form of Class A-5 Certificate
	Exhibit A-6	Form of Class A-SB Certificate
	Exhibit A-7	Form of Class X-A Certificate
	Exhibit A-8	Form of Class X-B Certificate
	Exhibit A-9	Form of Class X-E Certificate
	Exhibit A-10	Form of Class A-S Certificate
	Exhibit A-11	Form of Class B Certificate
	Exhibit A-12	Form of Class C Certificate
	Exhibit A-13	Form of Class D Certificate
	Exhibit A-14	Form of Class E Certificate
	Exhibit A-15	Form of Class F Certificate
	Exhibit A-16	Form of Class NR Certificate
	Exhibit A-17	Form of Class R Certificate
	Exhibit A-18	Form of Class Z Certificate
	Exhibit A-19	Form of Class V1-A Certificate
	Exhibit A-20	Form of Class V1-B Certificate
	Exhibit A-21	Form of Class V1-D Certificate
	Exhibit A-22	Form of Class V1-E Certificate
	Exhibit A-23	Form of Class V1-F Certificate
	Exhibit A-24	Form of Class V1-Z Certificate
	Exhibit A-25	Form of Class V2-A Certificate
	Exhibit A-26	Form of Class V2-Z Certificate
	Exhibit B	Mortgage Loan Schedule
	Exhibit C	Form of Investment Representation Letter
	Exhibit D-1	Form of Transferee Affidavit for Transfers of
    the Class R Certificates
	Exhibit D-2	Form of Transferor Letter for Transfers of the
    Class R Certificates
	Exhibit D-3	Form of Transferee Certificate for Transfers
    of the VRR Interest
	Exhibit D-4	Form of Transferor Certificate for Transfers
    of the VRR Interest
	Exhibit D-5	Form of Transferee Certificate for Transfers
    of the HRR Certificates
	Exhibit D-6	Form of Transferor Certificate for Transfers
    of the HRR Certificates
	Exhibit D-7	Form of Request of Retaining Sponsor Consent
    for Release of the HRR Certificates
	Exhibit E	Form of Request for Release
	Exhibit F-1	Form of ERISA Representation Letter Regarding
    ERISA Restricted Certificates
	Exhibit F-2	Form of ERISA Representation Letter Regarding
    Class R, Class Z, Class V1-E, V1-F, Class V2-A and Class V2-Z Certificates
	Exhibit G	Form of Distribution Date Statement
	Exhibit H	Form of Omnibus Assignment



 






    -vii- 


     


    

 


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



 






    -viii- 


     


    

 


	Exhibit Z-4	Form of Certification to
    be Provided to Depositor by Trustee
	Exhibit Z-5	Form of Certification to be Provided to Depositor
    by Operating Advisor
	Exhibit Z-6	Form of Certification to be Provided to Depositor
    by Custodian
	Exhibit Z-7	Form of Certification to be Provided to Depositor
    by Asset Representations Reviewer
	Exhibit AA	Servicing Criteria to be Addressed in Assessment
    of Compliance
	Exhibit BB	Additional Form 10-D Disclosure
	Exhibit CC	Additional Form 10-K Disclosure
	Exhibit DD	Form 8-K Disclosure Information
	Exhibit EE	Additional Disclosure Notification
	Exhibit FF	Initial Sub-Servicers
	Exhibit GG	Servicing Function Participants
	Exhibit HH	Form of Annual Compliance Statement
	Exhibit II	Form of Report on Assessment of Compliance with
    Servicing Criteria
	Exhibit JJ	CREFC® Payment Information
	Exhibit KK	Form of Notice of Additional Indebtedness Notification
	Exhibit LL	[Reserved]
	Exhibit MM	Additional Disclosure Notification (Accounts)
	Exhibit NN	Form of Notice of Purchase of Controlling Class
    Certificate
	Exhibit OO	Form of Asset Review Report
	Exhibit PP	Form of Asset Review Report Summary
	Exhibit QQ	Form of Asset Review Procedures
	Exhibit RR	Form of Certification to Certificate Administrator
    Requesting Access to Secure Data Room
	Exhibit SS	Form of Notice of [Additional Delinquent Loan][Cessation
    of Delinquent Loan][Cessation of Asset Review Trigger]
	Exhibit TT	Form of Notice of Exchange of Exchangeable Groups
    of Certificates
	Exhibit UU	Form of Certificate Administrator Receipt of
    the HRR Certificates
	Exhibit VV	Form of Payment Instructions for the HRR Certificates


 


    -ix- 


     


    

 


SCHEDULES


 


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




 






    -x- 


     


    

 




 


This
Pooling and Servicing Agreement is dated and effective as of September 1, 2017, among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, KeyBank National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor
and as Asset Representations Reviewer.


 


PRELIMINARY
STATEMENT:


 


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


 


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


 


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


 


LOWER-TIER
REMIC


 


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


 






    -1-


     


    

 


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)	 	$     21,973,000
	Class
    LA-2	 	(1)	 	$  
    233,274,000
	Class
    LA-3	 	(1)	 	$     97,756,000
	Class
    LA-4	 	(1)	 	$     93,339,000
	Class
    LA-5	 	(1)	 	$   140,010,000
	Class
    LA-SB	 	(1)	 	$     14,861,000
	Class
    LA-S	 	(1)	 	$   101,992,000
	Class
    LB	 	(1)	 	$
        42,943,000
	Class
    LC	 	(1)	 	$     30,061,000
	Class
    LD	 	(1)	 	$     31,134,000
	Class
    LE	 	(1)	 	$  
      18,252,000
	Class
    LF	 	(1)	 	$       8,588,000
	Class
    LNR	 	(1)	 	$     24,693,503
	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.


 






    -2-


     


    

 


THE
CERTIFICATES


 


The
following table sets forth the Class designation and initial Certificate Balance or initial Notional Amount of each Class of Regular
Interests (collectively, the “Corresponding Regular Interests”), and the corresponding Lower-Tier Regular Interest
(the “Corresponding Lower-Tier Regular Interests”) 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 Amount 
	Corresponding
                                         Certificates 

	Class
    A-1 Regular Interest	$
    21,973,000	LA-1	$
    21,973,000	Class
    A-1

    Class V1-A

    Class V2-A
	Class
    A-2 Regular Interest	$
    233,274,000	LA-2	$
    233,274,000	Class
    A-2

    Class V1-A

    Class V2-A
	Class
    A-SB Regular Interest	$
    14,861,000	LA-SB	$
    14,861,000	Class
    A-SB

    Class V1-A

    Class V2-A
	Class
    A-3 Regular Interest	$
    97,756,000	LA-3	$
    97,756,000	Class
    A-3

    Class V1-A

    Class V2
	Class
    A-4 Regular Interest	$
    93,339,000	LA-4	$
    93,339,000	Class
    A-4

    Class V1-A

    Class V2-A
	Class
    A-5 Regular Interest	$
    140,010,000	LA-5	$
    140,010,000	Class
    A-5

    Class V1-A

    Class V2-A
	Class
    X-A Regular Interest	$
    703,205,000(2)	N/A	N/A	Class
    X-A

    Class V1-A

    Class V2-A
	Class
    X-B Regular Interest	$
    73,004,000(2)	N/A	N/A	Class
    X-B

    Class V1-B

    Class V2-A
	Class
    X-E Regular Interest	$
    18,252,000	N/A	N/A	Class
    X-E

    Class V1-E

    Class V2-A
	Class
    A-S Regular Interest	$
    101,992,000	LA-S	$
    101,992,000	Class
    A-S

    Class V1-A

    Class V2-A
	Class
    B Regular Interest	$
    42,943,000	LB	$
    42,943,000	Class
    B

    Class V1-B

    Class V2-A
	Class
    C Regular Interest	$
    30,061,000	LC	$
    30,061,000	Class
    C

    Class V1-B

    Class V2-A
	Class
    D Regular Interest	$
    31,134,000	LD	$
    31,134,000	Class
    D

    Class V1-D

    Class V2-A
	Class
    E Regular Interest	$
    18,252,000	LE	$
    18,252,000	Class
    E

    Class V1-E

    Class V2-A
	Class
    F Regular Interest	$
    8,588,000	LF	$
    8,588,000	Class
    F

    Class V1-F

    Class V2-A
	Class
    NR Regular Interest	$
    24,693,503	LNR	$
    24,693,503	Class
    NR

    Class V1-F

    Class V2-A


 






    -3-


     


    

 





 






 


		(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.



 


		(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	$    21,973,000	$    21,973,000
	Class
    A-2	$   233,274,000	$   233,274,000
	Class
    A-SB	$  14,861,000	$  14,861,000
	Class
    A-3	$   97,756,000	$   97,756,000
	Class
    A-4	$   93,339,000	$   93,339,000
	Class
    A-5	$   140,010,000	$   140,010,000
	Class
    X-A	$  703,205,000(3)	$  703,205,000(3)
	Class
    X-B	$    73,004,000(3)	$    73,004,000(3)
	Class
    X-E	$    18,252,000
    (3)	$    18,252,000(3)
	Class
    A-S	$    101,992,000	$    101,992,000
	Class
    B	$     42,943,000	$     42,943,000
	Class
    C	$   30,061,000	$   30,061,000
	Class
    D	$    31,134,000	$    31,134,000
	Class
    E	$    18,252,000	$    18,252,000
	Class
    F	$   8,588,000	$   8,588,000
	Class
    NR	$    24,693,503	$    24,693,503
	Class
    V1-A	$0	$  703,205,000
	Class
    V1-B	$0	$  73,004,000
	Class
    V1-D	$0	$  31,134,000
	Class
    V1-E	$0	$  18,252,000
	Class
    V1-F	$0	$33,281,503
	Class
    V2-A	$0	$  858,876,503


  


		(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-A Certificates.
                                         The Initial Maximum Balance of the Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class
                                         V1-F and Class V2-A Certificates shown in the table above represents the maximum principal
                                         balance of such Certificates that could be issued in an exchange pursuant to Section 5.09.



 


		(3)	The
                                         Class X-A, Class X-B, Class X-E, Class Z and Class R Certificates do not have Certificate
                                         Balances. Additionally, the Class Z and Class R Certificates do not have Notional
                                         Amounts. The Certificate Balance of any Class of Certificates (other than the Class X,
                                         Class Z and Class R Certificates) or Regular Interest outstanding at any time represents
                                         the maximum amount which holders thereof are entitled to receive as distributions allocable
                                         to principal from the cash flow on the Mortgage Loans and the other assets in the Trust
                                         Fund; provided that if amounts previously allocated as Realized Losses, to a Class
                                         of Certificates or Regular Interest in reduction of the Certificate Balance thereof are
                                         subsequently recovered (including without limitation



 






    -4-


     


    

 





			after
                                         the reduction of the Certificate Balance of such Class to zero), such Class may receive
                                         distributions in respect of such recoveries in accordance with the priorities set forth
                                         in 4.04(a) of this Agreement.


  


Pursuant
to the Underwriting Agreement and the Certificate Purchase Agreement, NREC is purchasing from the Underwriters or the Initial
Purchasers and RREF III - D AIV RR, LLC or an Affiliate (“Rialto”) is purchasing from 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 to be Retained by NREC 
	 	Certificate
                                         Balance, Notional Amount or Percentage Interest to be Retained by Rialto

        

	Class A-1	 	$939,000	 	$   0
	Class A-2	 	$9,961,000	 	$   0
	Class A-3	 	$4,175,000	 	$   0
	Class A-4	 	$3,986,000	 	$   0
	Class A-5	 	$5,979,000	 	$   0
	Class A-SB	 	$635,000	 	$   0
	Class X-A	 	$30,031,000	 	$   0
	Class X-B	 	$3,118,000	 	$   0
	Class X-E	 	$780,000	 	$   0
	Class A-S	 	$4,356,000	 	$   0
	Class B	 	$1,834,000	 	$   0
	Class C	 	$1,284,000	 	$   0
	Class D	 	$1,330,000	 	$   0
	Class E	 	$780,000	 	$   0
	Class F	 	$367,000	 	$   8,221,000
	Class NR	 	$1,054,503	 	$  23,639,000
	Class Z	 	4.27%	 	95.73%


 


		(1)	The
                                         Certificates that NREC is purchasing from the Underwriters or the Initial Purchasers,
                                         as such Certificates may be exchanged pursuant to Section 5.09, are referred
                                         to in this Agreement as the “VRR Interest”. The VRR Interest represents
                                         4.27% of the aggregate Certificate Balances of the Certificates. The Certificates that
                                         Rialto is purchasing pursuant to the Certificate Purchase Agreement are referred to in
                                         this Agreement collectively as the “HRR Certificates”.



 


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 $858,876,504.


 


The
Park Center Phase I Companion Loan, the Westin Building Exchange Companion Loan, the 245 Park Avenue Companion Loans, the 245
Park Avenue Subordinate Companion Loans, the Two Independence Square Companion Loan, the Two Independence Square Subordinate Companion
Loan, the Boulder Resort & Spa Companion Loan, the 85 Broad Street Companion Loans, the 85 Broad Street Subordinate Companion
Loans, the Allergan HQ Subordinate Companion Loan, the JW Marriott Chicago Companion Loans, the JW Marriott Chicago Subordinate
Companion Loans, the 300 Montgomery Companion Loan, the Center 78


 



    -5-


     


    

 


Companion
Loan, the Center 78 Subordinate Companion Loan, the West Town Mall Companion Loans, the West Town Mall Subordinate Companion Loans,
the Acropolis Garden Companion Loan, the Carolina Hotel Portfolio Companion Loan, the Apex Fort Washington Companion Loans and
the IC Leased Fee Hotel Portfolio Companion Loans (each a “Companion Loan” and collectively, the “Companion
Loans”) are not part of the Trust Fund, but are each secured by the applicable Mortgage that secures the related Mortgage
Loan that is part of the Trust Fund. As and to the extent provided herein, any Companion Loan (other than any Non-Serviced Companion
Loan) will be serviced and administered in accordance with this Agreement. Amounts attributable to any Companion Loan will not
be part of the Trust Fund, and (except to the extent that such amounts are payable or reimbursable to any party to this Agreement)
will be owned by the related Companion Loan Holders.


 


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


 


The
Westin Building Exchange Whole Loan consists of the Westin Building Exchange Mortgage Loan and the Westin Building Exchange Companion
Loan. The Westin Building Exchange Mortgage Loan and the Westin Building Exchange Companion Loan are pari passu with each
other. The Westin Building Exchange Mortgage Loan is part of the Trust Fund. The Westin Building Exchange Companion Loan is not
part of the Trust Fund. The Westin Building Exchange Mortgage Loan and the Westin Building Exchange Companion Loan will be serviced
and administered in accordance with the BANK 2017-BNK7 Pooling and Servicing Agreement and the Westin Building Exchange Co-Lender
Agreement.


 


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


 


The
Two Independence Square Whole Loan consists of the Two Independence Square Mortgage Loan, the Two Independence Square Companion
Loans and the Two Independence Square Subordinate Companion Loan. The Two Independence Square Mortgage Loan and the Two Independence
Square Companion Loans are pari passu with each other. The 


 



    -6-


     


    

 


Two
Independence Square Subordinate Companion Loan is subordinate to the Two Independence Square Mortgage Loan and the Two Independence
Square Companion Loans. The Two Independence Square Mortgage Loan is part of the Trust Fund. The Two Independence Square Companion
Loans and the Two Independence Square Subordinate Companion Loan are not part of the Trust Fund. The Two Independence Square Mortgage
Loan, the Two Independence Square Companion Loans and the Two Independence Square Subordinate Companion Loan will be serviced
and administered in accordance with the CSMC 2017-MOON Trust and Servicing Agreement and the Two Independence Square Avenue Co-Lender
Agreement.


 


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


 


The
85 Broad Street Whole Loan consists of the 85 Broad Street Mortgage Loan, the 85 Broad Street Companion Loans and the 85 Broad
Street Subordinate Companion Loans. The 85 Broad Street Mortgage Loan and the 85 Broad Street Companion Loans are pari passu
with each other. The 85 Broad Street Subordinate Companion Loans are subordinate to the 85 Broad Street Mortgage Loan and
the 85 Broad Street Companion Loans. The 85 Broad Street Mortgage Loan is part of the Trust Fund. The 85 Broad Street Companion
Loans and the 85 Broad Street Subordinate Companion Loans are not part of the Trust Fund. The 85 Broad Street Mortgage Loan, the
85 Broad Street Companion Loans and the 85 Broad Street Subordinate Companion Loans will be serviced and administered in accordance
with the CSAIL 2017-C8 Pooling and Servicing Agreement and the 85 Broad Street Co-Lender Agreement.


 


The
Allergan HQ Whole Loan consists of the Allergan HQ Mortgage Loan and the Allergan HQ Subordinate Companion Loan. The Allergan
HQ Subordinate Companion Loan is subordinate to the Allergan HQ Mortgage Loan. The Allergan HQ Mortgage Loan is part of the Trust
Fund. The Allergan HQ Subordinate Companion Loan is not part of the Trust Fund. The Allergan HQ Mortgage Loan and the Allergan
HQ Subordinate Companion Loan will be serviced and administered in accordance with this Agreement and the Allergan HQ Co-Lender
Agreement.


 


The
JW Marriott Chicago Whole Loan consists of the JW Marriott Chicago Mortgage Loan, the JW Marriott Chicago Companion Loans and
the JW Marriott Chicago Subordinate Companion Loans. The JW Marriott Chicago Mortgage Loan and the JW Marriott Chicago Companion
Loans are pari passu with each other. The JW Marriott Chicago Subordinate Companion Loans are subordinate to the JW Marriott
Chicago Mortgage Loan and the JW Marriott Chicago Companion Loans. The JW Marriott Chicago Mortgage Loan is part of the Trust
Fund. The JW Marriott Chicago Companion Loans and the JW Marriott Chicago Subordinate Companion Loans are not part of the Trust
Fund. The JW Marriott Chicago Mortgage Loan, the JW Marriott Chicago Companion Loans and the JW Marriott Chicago


 



    -7-


     


    

 


Subordinate
Companion Loans will be serviced and administered in accordance with this Agreement and the JW Marriott Chicago Co-Lender Agreement.


 


The
300 Montgomery Whole Loan consists of the 300 Montgomery Mortgage Loan and the 300 Montgomery Companion Loan. The 300 Montgomery
Mortgage Loan and the 300 Montgomery Companion Loan are pari passu with each other. The 300 Montgomery Mortgage Loan is
part of the Trust Fund. The 300 Montgomery Companion Loan is not part of the Trust Fund. The 300 Montgomery Mortgage Loan and
the 300 Montgomery Companion Loan will be serviced and administered in accordance with this Agreement and the 300 Montgomery Co-Lender
Agreement.


 


The
Center 78 Whole Loan consists of the Center 78 Mortgage Loan, the Center 78 Companion Loan and the Center 78 Subordinate Companion
Loan. The Center 78 Mortgage Loan and the Center 78 Companion Loan are pari passu with each other. The Center 78 Subordinate
Companion Loan is subordinate to the Center 78 Mortgage Loan and the Center 78 Companion Loan. The Center 78 Mortgage Loan is
part of the Trust Fund. The Center 78 Companion Loan and the Center 78 Subordinate Companion Loan are not part of the Trust Fund.
The Center 78 Mortgage Loan, the Center 78 Companion Loan and the Center 78 Subordinate Companion Loan will be serviced and administered
in accordance with this Agreement and the Center 78 Co-Lender Agreement.


 


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


 


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


 


The
Carolina Hotel Portfolio Whole Loan consists of the Carolina Hotel Portfolio Mortgage Loan and the Carolina Hotel Portfolio Companion
Loan. The Carolina Hotel Portfolio Mortgage Loan and the Carolina Hotel Portfolio Companion Loan are pari passu with each
other. The Carolina Hotel Portfolio Mortgage Loan is part of the Trust Fund. The Carolina Hotel Portfolio Companion Loan is not
part of the Trust Fund. The Carolina Hotel Portfolio Mortgage Loan and the Carolina Hotel Portfolio Companion Loan will be serviced
and


 



    -8-


     


    

 


administered
in accordance with this Agreement and the Carolina Hotel Portfolio Co-Lender Agreement.


 


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


 


The
IC Leased Fee Hotel Portfolio Whole Loan consists of the IC Leased Fee Hotel Portfolio Mortgage Loan and the IC Leased Fee Hotel
Portfolio Companion Loans. The IC Leased Fee Hotel Portfolio Mortgage Loan and the IC Leased Fee Hotel Portfolio Companion Loans
are pari passu with each other. The IC Leased Fee Hotel Portfolio Mortgage Loan is part of the Trust Fund. The IC Leased
Fee Hotel Portfolio Companion Loans are not part of the Trust Fund. The IC Leased Fee Hotel Portfolio Mortgage Loan and the IC
Leased Fee Hotel Portfolio Companion Loans will be serviced and administered in accordance with the UBS 2017-C3 Pooling and Agreement
and the IC Leased Fee Hotel 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.


 


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


 


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


 






    -9-


     


    

 


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


 


“245
Park Avenue Mortgage Loan”: With respect to the 245 Park Avenue Whole Loan, the Mortgage Loan that is included in the
Trust (identified as Mortgage Loan No. 4 on the Mortgage Loan Schedule), which is designated as promissory notes A-2-B-2-A and
A-2-B-3-B, and is pari passu in right of payment with the 245 Park Avenue Companion Loans and senior in right of payment
to the 245 Park Avenue Subordinate Companion Loans to the extent set forth in the 245 Park Avenue Co-Lender Agreement.


 


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


 


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


 


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


 


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


 


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


 


“300
Montgomery Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of September 29, 2017, by and between the
holder of 300 Montgomery Companion


 






    -10-


     


    

 


Loan and the holder of 300 Montgomery Mortgage Loan, relating to the relative rights of such
holders of 300 Montgomery Whole Loan, as the same may be amended in accordance with the terms thereof.


 


“300
Montgomery Companion Loan”: With respect to 300 Montgomery Whole Loan, the Companion Loan evidenced by the related promissory
note A-2 made by the related Mortgagor and secured by the Mortgage on 300 Montgomery Mortgaged Property, which is not included
in the Trust and which is pari passu in right of payment with 300 Montgomery Mortgage Loan to the extent set forth in 300
Montgomery Co-Lender Agreement.


 


“300
Montgomery Mortgage Loan”: With respect to 300 Montgomery Whole Loan, the Mortgage Loan that is included in the Trust
(identified as Mortgage Loan No. 10 on the Mortgage Loan Schedule), which is designated as promissory note A-1, and is pari
passu in right of payment with 300 Montgomery Companion Loan to the extent set forth in 300 Montgomery Co-Lender Agreement.


 


“300
Montgomery Mortgaged Property”: The Mortgaged Property that secures 300 Montgomery Whole Loan.


 


“300
Montgomery Whole Loan”: The 300 Montgomery Mortgage Loan, together with 300 Montgomery Companion Loan, each of which
is secured by the same Mortgage on 300 Montgomery Mortgaged Property. References herein to 300 Montgomery Whole Loan shall be
construed to refer to the aggregate indebtedness under 300 Montgomery Mortgage Loan and 300 Montgomery Companion Loan.


 


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


 


“85
Broad Street Companion Loans”: With respect to the 85 Broad Street Whole Loan, the Companion Loans evidenced by the
related promissory note A-A-1 and A-A-2 made by the related Mortgagor and secured by the Mortgage on the 85 Broad Street Mortgaged
Property, which are not included in the Trust and which are pari passu in right of payment with the 85 Broad Street Mortgage
Loan and senior in right of payment to the 85 Broad Street Subordinate Companion Loans to the extent set forth in the 85 Broad
Street Co-Lender Agreement.


 


“85
Broad Street Mortgage Loan”: With respect to the 85 Broad Street Whole Loan, the Mortgage Loan that is included in the
Trust (identified as Mortgage Loan No. 7 on the Mortgage Loan Schedule), which is designated as promissory note A-A-3, and is
pari passu in right of payment with the 85 Broad Street Companion Loans and senior in right of payment to the 85 Broad
Street Subordinate Companion Loans to the extent set forth in the 85 Broad Street Co-Lender Agreement.


 


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


 






    -11-


     


    

 


“85
Broad Street Subordinate Companion Loans”: With respect to the 85 Broad Street Whole Loan, the Companion Loans evidenced
by the related promissory notes A-B, B-A and B-B made by the related Mortgagor and secured by the Mortgage on the 85 Broad Street
Mortgaged Property, which are not included in the Trust and which are subordinate in right of payment to the 85 Broad Street Mortgage
Loan and the 85 Broad Street Companion Loans to the extent set forth in the 85 Broad Street Co-Lender Agreement.


 


“85
Broad Street Whole Loan”: The 85 Broad Street Mortgage Loan, together with the 85 Broad Street Companion Loans and the
85 Broad Street Subordinate Companion Loans, each of which is secured by the same Mortgage on the 85 Broad Street Mortgaged Property.
References herein to the 85 Broad Street Whole Loan shall be construed to refer to the aggregate indebtedness under the 85 Broad
Street Mortgage Loan, the 85 Broad Street Companion Loans and the 85 Broad Street Subordinate Companion Loans.


 


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


 


“AB
Intercreditor Agreement”: Any Intercreditor Agreement by and among the holder of an AB Subordinate Companion Loan and
the holder of the related Mortgage Loan, relating to the relative rights of such holders of the related AB Whole Loan, as the
same may be further amended in accordance with the terms thereof. For the avoidance of doubt, the Two Independence Square Intercreditor
Agreement, the 245 Park Avenue Intercreditor Agreement, the 85 Broad Street Intercreditor Agreement, the Allergan HQ Intercreditor
Agreement, the JW Marriott Chicago Intercreditor Agreement, the West Town Mall Intercreditor Agreement and the Center 78 Intercreditor
Agreement are the AB Intercreditor Agreements related to the Trust.


 


“AB
Modified Loan”: Any Corrected Loan (1) that became a Corrected Loan (which includes for purposes of this definition
any Non-Serviced Mortgage Loan that became a “corrected loan” (or any term substantially similar thereto) pursuant
to the related Non-Serviced PSA) due to a modification thereto that resulted in the creation of an A/B note structure (or similar
structure) and as to which the new junior note(s) did not previously exist or the principal amount of the new junior note(s) was
previously part of either an A note held by the Trust or the original unmodified Mortgage Loan 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 Two Independence Square Mortgage Loan, the 245 Park Avenue Mortgage Loan,
the 85 Broad Street Mortgage Loan, the Allergan HQ Mortgage Loan, the JW Marriott Chicago Mortgage Loan, the West Town Mall Mortgage
Loan and the Center 78 Mortgage Loan are each an AB Mortgage Loan.


 


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


 






    -12-


     


    

 


“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, each of the Two Independence
Square Subordinate Companion Loan, the 245 Park Avenue Subordinate Companion Loans, the 85 Broad Street Subordinate Companion
Loans, the Allergan HQ Subordinate Companion Loan, the JW Marriott Chicago Subordinate Companion Loans, the West Town Mall Subordinate
Companion Loans and the Center 78 Subordinate Companion Loan are 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 Two Independence Square Whole Loan, the 245 Park Avenue Whole Loan, the 85 Broad Street Whole Loan,
the Allergan HQ Whole Loan, the JW Marriott Chicago Whole Loan, the West Town Mall Whole Loan and the Center 78 Whole Loan are
each an AB Whole Loan.


 


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


 


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


 



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Special
Servicer’s determination, consistent with the Servicing Standard, that exigent circumstances do not allow the Special Servicer
to consult with the applicable Directing Holder or the Risk Retention Consultation Party, as applicable, the Special Servicer
is not required to do so. The Master Servicer (at its own expense) and the Special Servicer (at the expense of the Trust Fund)
shall be entitled to rely on insurance consultants in making the determinations described above.


 


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


 


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


 


“Acropolis
Garden Mortgage Loan”: With respect to the Acropolis Garden Whole Loan, the Mortgage Loan that is included in the Trust
(identified as Mortgage Loan No. 15 on the Mortgage Loan Schedule), which is designated as promissory note A-1, and is pari
passu in right of payment with the Acropolis Garden Companion Loan to the extent set forth in the Acropolis Garden Co-Lender
Agreement.


 


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


 


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


 


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


 


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


 


“Actual/360
Mortgage Loans”: The Mortgage Loans, 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).


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


“Allergan
HQ Mortgage Loan”: With respect to the Allergan HQ Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 8 on the Mortgage Loan Schedule), which is designated as promissory note A, and is senior in right of payment
to the Allergan HQ Subordinate Companion Loan to the extent set forth in the Allergan HQ Co-Lender Agreement.


 


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


 


“Allergan
HQ Mortgaged Property”: The Mortgaged Property that secures the Allergan HQ Whole Loan.


 


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


 


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


 


“Applicable
Laws”: As defined in Section 8.15.


 


“Apex
Fort Washington Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of June 16, 2017, by and between the
holders of the Apex Fort Washington Companion Loans and the holder of the Apex Fort Washington Mortgage Loan, relating to the
relative rights of such holders of the Apex Fort Washington Whole Loan, as the same may be amended in accordance with the terms
thereof.


 


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


 


“Apex
Fort Washington Mortgage Loan”: With respect to the Apex Fort Washington Whole Loan, the Mortgage Loan that is included
in the Trust (identified as


 



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Mortgage
Loan No. 20 on the Mortgage Loan Schedule), which is designated as promissory note A-2, and is pari passu in right of payment
with the Apex Fort Washington Companion Loans to the extent set forth in the Apex Fort Washington Co-Lender Agreement.


 


“Apex
Fort Washington Mortgaged Property”: The Mortgaged Property that secures the Apex Fort Washington Whole Loan.


 


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


 


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


 


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


 


“Appraisal
Reduction Amount”: For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or
any Serviced Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated by the Special Servicer
(prior to the occurrence and continuance of a Consultation Termination Event, in consultation with the Directing Holder (except
in the case of an Excluded Loan with respect to the Directing Holder or, if the Directing Holder is the Directing Certificateholder,
the Holder of the majority of the Controlling Class), and, after the occurrence and during the continuance of an Operating Advisor
Consultation Event, in consultation with the Operating Advisor, as of the first Determination Date that is at least ten (10) Business
Days following the date on which the Special Servicer receives an Appraisal or conducts a 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 that Mortgage Loan (together with
any other Mortgage Loan cross-collateralized with such Mortgage Loan) or Serviced Whole Loan, as the case may be, with an outstanding
principal balance equal to or in excess of $2,000,000 (the costs of which shall be paid by the Master Servicer as an Advance)
or (2) by an internal valuation performed by the Special Servicer with respect to that Mortgage Loan


 



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(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; however, in the case of the Mortgage Loan secured by the Mortgaged Property identified as
Acropolis Garden on Exhibit B hereto, such Appraised Value shall be determined as if such Mortgaged Property is operated as a
multifamily rental property with rents and other income set at the prevailing market rates (applying a discount for units
that are subject to existing rent regulated or rent controlled rental tenants), and (B) all escrows, letters of credit and
reserves in respect of such Mortgage Loan or Serviced Whole Loan, as applicable, as of the date of calculation over
(ii) the sum of, as of the Due Date occurring in the month of the date of determination, (A) to the extent not
previously advanced by the Master Servicer or the Trustee, all unpaid interest due on such Mortgage Loan or Serviced Whole
Loan, as the case may be, at a per annum rate equal to its Mortgage Rate (and, with respect to any Serviced AB Whole
Loan, including any accrued and unpaid interest on the related AB Subordinate Companion Loan), (B) all P&I Advances on
the related Mortgage Loan and all Servicing Advances on the related Mortgage Loan or Serviced Whole Loan, as applicable, not
reimbursed from proceeds of such Mortgage Loan or Serviced Whole Loan, as applicable, and interest thereon at the
Reimbursement Rate in respect of such Mortgage Loan or Serviced Whole Loan, as applicable, and (C) all currently due and
unpaid real estate taxes, assessments, insurance premiums, ground rents, unpaid Special Servicing Fees and all other amounts
due and unpaid (including any capitalized interest whether or not then due and payable) with respect to such Mortgage Loan or
Serviced Whole Loan, as the case may be (which taxes, premiums, ground rents and other amounts have not been the subject of
an Advance by the Master Servicer, the Special Servicer or the Trustee, as applicable); provided, however,
without limiting the Special Servicer’s obligation to use reasonable efforts to obtain such Appraisal or perform such
valuation, if the Special Servicer has not obtained an Appraisal or performed such valuation, as applicable, referred to
above within sixty (60) days of the Appraisal Reduction Event (or with respect to the Appraisal Reduction Events set forth in clauses
(i) and (vi) of the definition of Appraisal Reduction Event, within one hundred twenty (120) days 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 and the
Appraisal Reduction Amount shall be calculated as of the first Determination Date that is at least ten (10) Business Days
thereafter. Promptly upon the occurrence of an Appraisal Reduction Event (other than with respect to a Non-Serviced Whole
Loan), the Special Servicer shall use reasonable efforts to obtain an Appraisal (the cost of which shall be paid by the
Master Servicer as a Servicing Advance); provided, further, however, that with respect to an Appraisal
Reduction Event as set forth in clause (i) of the definition of Appraisal Reduction Event, the Special Servicer shall
use reasonable efforts to obtain such Appraisal within the one hundred twenty (120) day period set forth in such clause
(i), and with respect to an Appraisal Reduction Event as set forth in clause (vi) of the definition of Appraisal
Reduction Event, the Special Servicer shall use reasonable efforts to obtain such Appraisal within the one hundred twenty
(120) day period set forth in such clause (vi); provided, further, however, that in no event
shall the Special Servicer be required to order any such Appraisal within any time frame specified in this sentence. The
Appraisal


 



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obtained
by the Special Servicer, as described above, shall be promptly delivered in electronic format by the Special Servicer to the Master
Servicer, the Directing Holder (but only prior to the occurrence and continuance of a Consultation Termination Event and other
than in the case of an Excluded Loan with respect to the Directing Holder or, if the Directing Holder is the Directing Certificateholder,
the holder of the majority of the Controlling Class), the Operating Advisor, the Certificate Administrator and the Trustee. In
connection with any Appraisal Reduction Amount, the Master Servicer shall provide the Special Servicer with the information as
set forth and in Section 4.05(c) within four (4) Business Days of its receipt of any such request. The Master Servicer
will not calculate Appraisal Reduction Amounts.


 


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


 


Notwithstanding
anything herein to the contrary, the aggregate Appraisal Reduction Amount related to a Mortgage Loan or the 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.


 


“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


 



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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 applicable Directing Holder and the Operating Advisor, or the Master Servicer
shall notify the Special Servicer and the Operating Advisor, as applicable, promptly upon such Person having notice or knowledge
of the occurrence of any of the foregoing events. The obligation to obtain an Appraisal following the occurrence of an Appraisal
Reduction Event shall be subject to the provisions of Section 4.05.


 


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


 


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


 


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


 


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


 


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


 


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


 


“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”: Pentalpha Surveillance LLC, a Delaware limited liability company, and its successors-in-interest.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Assignment
of Mortgage”: An assignment of Mortgage without recourse, notice of transfer or equivalent instrument, in recordable
form, which is sufficient under the laws of the jurisdiction in which the related Mortgaged Property is located to reflect of
record the sale of the Mortgage, which assignment, notice of transfer or equivalent instrument may be in the form of


 



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one
or more blanket assignments covering Mortgages encumbering Mortgaged Properties located in the same jurisdiction, if permitted
by law and acceptable for recording.


 


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


 


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


 


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


 


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


 


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


 


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


 



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Serviced
Mortgage Loan, other than the monthly remittance thereon) allocable to the Mortgage Loans;


 


(iii)         (A) all
amounts payable or reimbursable to any Person 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-Z, Class V2-Z 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;


 


(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.


 






    -23-


     


    

 


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.


 


“BANK
2017-BNK7 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, Rialto
Capital Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust,
National Association, as trustee, and Pentalpha Surveillance LLC, as operating advisor and asset representations reviewer, entered
into in connection with the issuance of the Commercial Mortgage Pass-Through Certificates, Series 2017-BNK7.


 


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


 


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


 






    -24-


     


    

 


“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. For the avoidance of doubt, with respect to the Mortgage Loan secured by the Mortgaged Property identified as
Acropolis Garden on Exhibit B hereto, a Person shall not be considered a “Borrower Party” solely by reason of such
person holding a loan secured by one or more individual cooperative units (or the ownership shares in such units) or owning one
or more residential cooperative units at the related Mortgaged Property.


 


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


 


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


 


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


 


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


 


“Carolina
Hotel Portfolio Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of July 31, 2017, by and between the
holder of the Carolina Hotel Portfolio Companion Loan and the holder of the Carolina Hotel Portfolio Mortgage Loan, relating to
the relative rights of such holders of the Carolina Hotel Portfolio Whole Loan, as the same may be amended in accordance with
the terms thereof.


 


“Carolina
Hotel Portfolio Companion Loan”: With respect to the Carolina Hotel Portfolio Whole Loan, the Companion Loan evidenced
by the related promissory note A-2 made by the related Mortgagor and secured by the Mortgage on the Carolina Hotel Portfolio


 



    -25-


     


    

 


Mortgaged
Property, which is not included in the Trust and which is pari passu in right of payment with the Carolina Hotel Portfolio
Mortgage Loan to the extent set forth in the Carolina Hotel Portfolio Co-Lender Agreement.


 


“Carolina
Hotel Portfolio Mortgage Loan”: With respect to the Carolina Hotel Portfolio Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 18 on the Mortgage Loan Schedule), which is designated as promissory note A-1, and
is pari passu in right of payment with the Carolina Hotel Portfolio Companion Loan to the extent set forth in the Carolina
Hotel Portfolio Co-Lender Agreement.


 


“Carolina
Hotel Portfolio Mortgaged Property”: The Mortgaged Property that secures the Carolina Hotel Portfolio Whole Loan.


 


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


 


“Center
78 Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of August 31, 2017, by and between the holder of
the Center 78 Companion Loan, the holder of the Center 78 Subordinate Companion Loan and the holder of the Center 78 Mortgage
Loan, relating to the relative rights of such holders of the Center 78 Whole Loan, as the same may be amended in accordance with
the terms thereof.


 


“Center
78 Companion Loan”: With respect to the Center 78 Whole Loan, the Companion Loan evidenced by the related promissory
note A-2 made by the related Mortgagor and secured by the Mortgage on the Center 78 Mortgaged Property, which is not included
in the Trust and which is pari passu in right of payment with the Center 78 Mortgage Loan and senior in right of payment
to the Center 78 Subordinate Companion Loan to the extent set forth in the Center 78 Co-Lender Agreement.


 


“Center
78 Mortgage Loan”: With respect to the Center 78 Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 11 on the Mortgage Loan Schedule), which is designated as promissory note A-1, and is pari passu in
right of payment with the Center 78 Companion Loan and senior in right of payment to the Center 78 Subordinate Companion Loan
to the extent set forth in the Center 78 Co-Lender Agreement.


 


“Center
78 Mortgaged Property”: The Mortgaged Property that secures the Center 78 Whole Loan.


 


“Center
78 Subordinate Companion Loan”: With respect to the Center 78 Whole Loan, the Companion Loan evidenced by the related
promissory note B made by the related Mortgagor and secured by the Mortgage on the Center 78 Mortgaged Property, which is not
included in the Trust and which is subordinate in right of payment to the Center 78 Mortgage Loan and the Center 78 Companion
Loan to the extent set forth in the Center 78 Co-Lender Agreement.


 






    -26-


     


    

 


“Center
78 Whole Loan”: The Center 78 Mortgage Loan, together with the Center 78 Companion Loan and the Center 78 Subordinate
Companion Loan, each of which is secured by the same Mortgage on the Center 78 Mortgaged Property. References herein to the Center
78 Whole Loan shall be construed to refer to the aggregate indebtedness under the Center 78 Mortgage Loan, the Center 78 Companion
Loan and the Center 78 Subordinate Companion Loan.


 


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


 


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2017-CX9, as executed and delivered by
the Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.


 


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


 


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


 


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


 


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


 


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


 






    -27-


     


    

 


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


 


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


 


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


 


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


 


“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register or any beneficial
owner thereof; provided, however, that (1) solely for the purposes of giving any consent, approval, waiver or taking
any action pursuant to this Agreement, any Certificate registered in the name of or beneficially owned by the Master Servicer,
the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator,
the Depositor, the Operating Advisor, a Borrower Party or any Affiliate of any of such Persons shall be deemed not to be outstanding
and (2) solely for the purposes of exercising any rights of a Certificateholder described under Section 2.03(k), any
Certificates beneficially owned by the related Mortgage Loan Seller shall be deemed not to be outstanding, and, in the case of
either (1) or (2), the applicable Voting Rights to which it is entitled shall not be taken into account in determining whether
the requisite percentage of Voting Rights necessary to effect any such consent, take any such action or exercise any such rights
has been obtained; provided, however, that notwithstanding the foregoing, for purposes of exercising any rights
it may have solely as a member of the Controlling Class, any Controlling Class Certificate owned by an Excluded Controlling Class
Holder shall be deemed not to be outstanding as to such Holder solely with respect to any related Excluded Controlling Class Loan;
and provided, further, that for purposes of obtaining the consent of Certificateholders to an amendment of this
Agreement, any Certificate beneficially owned by the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Operating
Advisor, the Certificate Administrator or any of their Affiliates shall be deemed to be outstanding; provided that if such
amendment relates to the termination, increase in compensation or material reduction of obligations of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Operating Advisor or the Certificate Administrator or any of their Affiliates,
then such Certificate so owned shall be deemed not to be outstanding; and provided, further, that such restrictions
shall not apply to (i) the exercise of the rights of the Special Servicer, the Master Servicer or any of their Affiliates
as a member of the Controlling 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


 



    -28-


     


    

 


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 Cumulative Appraisal Reduction Amounts to notionally
reduce the Certificate Balance of the Certificates) of all Principal Balance Certificates on an aggregate basis.


 


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


 


“Certification
Parties”: As defined in Section 11.06.


 


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


 


“Certifying
Person”: As defined in Section 11.06.


 


“Certifying
Servicer”: As defined in Section 11.09.


 


“Class”:
With respect to any Certificates, Regular Interests 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-5, Class A-SB and Class A-S Certificate.


 


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


 


“Class
A-1 Pass-Through Rate”: With respect to the Class A-1 Certificates and the Class A-1 Regular Interest and any Distribution
Date, a per annum rate equal to a fixed rate of 2.0248%.


 






    -29-


     


    

 


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


 


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


 


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


 


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


 


“Class
A-2 Pass-Through Rate”: With respect to the Class A-2 Certificates and the Class A-2 Regular Interest and any Distribution
Date, a per annum rate equal to a fixed rate of 3.0538%.


 


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


 


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


 


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


 






    -30-


     


    

 


“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 3.3566%.


 


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


 


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


 


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


 


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


 


“Class
A-4 Pass-Through Rate”: With respect to the Class A-4 Certificates and the Class A-4 Regular Interest and any Distribution
Date, a per annum rate equal to a fixed rate of 3.1755%.


 


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


 


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


 


“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.


 






    -31-


     


    

 


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


 


“Class
A-5 Pass-Through Rate”: With respect to the Class A-5 Certificates and the Class A-5 Regular Interest and any Distribution
Date, a per annum rate equal to the lesser of 3.4456% and the Weighted Average Net Mortgage Rate for such Distribution
Date.


 


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


 


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


 


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


 


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


 


“Class
A-S Pass-Through Rate”: With respect to the Class A-S Certificates and the Class A-S Regular Interest and any Distribution
Date, a per annum rate equal to the lesser of 3.6998% 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-A Certificates (to the
extent of the Class V2-A Percentage Interest of the Class A-S Regular Interest), constituting a “regular interest”
in the Upper-Tier REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.


 


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


 



    -32-


     


    

 


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


 


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


 


“Class
A-SB Pass-Through Rate”: With respect to the Class A-SB Certificates and the Class A-SB Regular Interest and any Distribution
Date, a per annum rate equal to a fixed rate of 3.2563%.


 


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


 


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


 


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


 


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


 


“Class B
Certificate”: A Certificate designated as “Class B” on the face thereof, in the form of Exhibit
A-11 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 Weighted Average Net Mortgage Rate for such Distribution Date less 0.1900%, but not
less than 0.0000%.


 


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


 


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


 



    -33-


     


    

 


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-12 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-B Certificates
(to the extent of the Class V1-B Percentage Interest of the Class C Regular Interest) and the Class V2-A Certificates (to the
extent of the Class V2-A Percentage Interest of the Class C Regular Interest), constituting a “regular interest” in
the Upper-Tier REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.


 


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


 


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


 


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


 


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


 






    -34-


     


    

 


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


 


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


 


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


 


“Class
E Pass-Through Rate”: With respect to the Class E Certificates and the Class E Regular Interest and any Distribution
Date, a per annum rate equal to the lesser of 3.2430% and the Weighted Average Net Mortgage Rate for such Distribution
Date.


 


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


 


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


 


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


 


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


 


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


 


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


 



    -35-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



    -36-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -37-


     


    

 


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


 


“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-3 Percentage
Interest, the Class A-4 Percentage Interest, the Class A-5 Percentage Interest, the Class A-SB Percentage Interest,
the Class X-A Percentage Interest, the Class X-B Percentage Interest, the Class X-E 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-D Percentage Interest, the Class V1-E Percentage Interest, the Class V1-F Percentage Interest,
the Class V1-Z Percentage Interest, the Class V2-A Percentage Interest and the Class V2-Z Percentage Interest.


 


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


 


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


 


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


 


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


 


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


 


“Class
V1-A Percentage Interest”: As of any date of determination, with respect to the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-S, Class A-SB 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-3, Class A-4, Class A-5, Class A-S, Class A-SB and Class
A-S Regular Interests.


 






    -38-


     


    

 


“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-3, Class A-4, Class A-5, Class A-S, Class A-SB 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-3, Class A-4, Class A-5, Class A-S, Class A-SB and Class X-A
Regular Interests.


 


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


 


“Class
V1-B Percentage Interest”: As of any date of determination, with respect to the Class X-B, Class B and Class C 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 aggregate Certificate Balance of the Class B and Class
C Regular Interests.


 


“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, Class B and Class C 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 and Class C Regular Interests.


 


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


 


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


 


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


 


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


 


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


  






    -39-


     


    





 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -40-


     


    

  


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class
X-A Pass-Through Rate”: The Pass-Through Rate for Class X-A Certificates and the Class X-A Regular Interest for any
Distribution Date will equal the excess, if any, of (a) the 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-5, Class A-SB and
Class A-S Regular Interests for such Distribution Date, weighted on the basis of their respective Certificate Balances immediately
prior to such Distribution Date. The Pass-Through Rate applicable to the Class X-A Certificates and the Class X-A Regular Interest
for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.


 


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


 


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


 






    -41-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class
X-E Certificate”: A Certificate designated as “Class X-E” on the face thereof, in the form of Exhibit
A-9 hereto, and 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 Interests.


 


“Class
X-E Pass-Through Rate”: The Pass-Through Rate for Class X-E Certificates and the Class X-E Regular Interest for any
Distribution Date will equal the excess, if any, of (a) the Weighted Average Net Mortgage Rate for such Distribution Date, over
(b) the






    -42-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Closing
Date”: September 29, 2017.


 


“CMBS”:
Commercial mortgage-backed securities.


 


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


 


“Collateral
Deficiency Amount”: With respect to any AB Modified Loan as of any date of determination, shall be an amount, calculated
by the Special Servicer, equal to the excess of (i) the Stated Principal Balance of such AB Modified Loan (taking into account
the


 






    -43-


     


    

 


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 Special Servicer), plus (z) any other
escrows or reserves (in addition to any amounts set forth in the immediately preceding clause (y) and solely to the extent not
reflected or taken into account in the calculation of any related Appraisal Reduction Amount) held by the lender in respect of
such AB Modified Loan as of the date of such determination, which such excess, for the avoidance of doubt, will be determined
separately from and exclude any related Appraisal Reduction Amounts. The Certificate Administrator and the Master Servicer shall
be entitled to conclusively rely on the Special Servicer’s calculation or determination of any Collateral Deficiency Amount.


 


With
respect to 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 Master Servicer shall not calculate any Collateral
Deficiency Amount.


 


“Collection
Account”: A segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section
3.04(a) on behalf of the Trustee for the benefit of the Certificateholders, which shall be entitled “KeyBank National
Association, as Master Servicer on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered
holders of CSAIL 2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CX9”. Any
such account or accounts shall be an Eligible Account. Subject to the related Intercreditor Agreement and taking into account
that each Companion Loan is subordinate or pari passu, as applicable, to the related Serviced Mortgage Loan to the extent
set forth in the related Intercreditor Agreement, the subaccount described in the second paragraph of Section 3.04(b) that
is part of the Collection Account shall be for the benefit of the related Companion Holder, to the extent funds on deposit in
such subaccount are attributed to such Companion Loan and shall not be an asset of the Trust, any Trust REMIC or the Grantor Trust.


 


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


 






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Payments
received with respect to the Mortgage Loans or any related Companion Loan relating to such Collection Period (or applicable Grace
Period) on the Business Day immediately following such day shall be deemed to have been received during such Collection Period
and not during any other Collection Period.


 


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


 


“Commission”:
The Securities and Exchange Commission.


 


“Companion
Distribution Account”: With respect to any Serviced Companion Loan, the separate account created and maintained by the
Companion Paying Agent pursuant to Section 3.04(b) and held on behalf of the Companion Holders, which shall be entitled
“KeyBank National Association [or name of successor master servicer], as Companion Paying Agent, for the benefit of the
Companion Holders of the Companion Loans, relating to the CSAIL 2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2017-CX9, 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 any related Serviced Pari Passu Companion Loan) on which the Special Servicer
allowed a prepayment on a date other than the applicable Due Date) for the related Distribution Date and (ii) the aggregate of
(A) that portion of the Master Servicer’s Servicing Fees for such Distribution Date that is, in the case of each Mortgage
Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Pari Passu Companion Loan and REO Loan for which Servicing
Fees are being paid for such Collection Period, calculated at a rate of 0.00250% per annum, and (B) all Prepayment


 






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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 or Serviced Whole Loan is a Specially Serviced Loan, (X) pursuant
to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such Principal
Prepayment in accordance with the Servicing Standard, (Y) (i) at the request or with the consent of the Special Servicer or, (ii)
for so long as no Control Termination Event has occurred and is continuing, and, other than with respect to an Excluded Loan as
to the Directing Holder or, in the case of the Directing Certificateholder or the Holder of a majority of the Controlling Class,
at the request or with the consent of the Directing Holder, or (Z) in connection with the payment of any Insurance and Condemnation
Proceeds), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the Master Servicer
shall pay, without regard to clause (ii) above, the aggregate amount of Prepayment Interest Shortfalls with respect to
such Mortgage Loan, otherwise described in clause (i) above in connection with such Prohibited Prepayments.


 


For
the avoidance of doubt, Compensating Interest Payments with respect to each Serviced Whole Loan shall be allocated among the related
Mortgage Loan and the related Serviced Companion Loan(s), pro rata, in accordance with their respective principal amounts,
and the Master Servicer shall pay the portion of such Compensating Interest Payments allocable to the related Serviced Pari Passu
Companion Loan to the Non-Serviced Master Servicer.


 


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


 


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






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


 


“Control
Termination Event”: At any date at which (i) no Class of Control Eligible Regular Interests exists that has a Certificate
Balance (as notionally reduced by any Cumulative Appraisal Reduction Amounts allocable to such Class in accordance with Section
4.08(a) hereof) that is at least equal to 25% of the initial Certificate Balance of such Class as to the related Directing
Holder; (ii) such Mortgage Loan or Whole Loan is an Excluded Loan; or (iii) a Holder of the Class F Corresponding Certificates
becoming the majority Controlling Class Certificateholder and having irrevocably waived its right, in writing, to exercise any
of the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor Controlling Class
Certificateholder pursuant to Section 3.23(l); provided that a Control Termination Event shall not be deemed continuing
in the event that the Certificate Balances of the all Classes of Regular Interests (other than the Class X Regular Interests and
Control Eligible Regular Interests) have been reduced to zero as a result of principal payments on the Mortgage Loans.


 


“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-5, Class A-S, Class B, Class C, Class D and Class E Regular
Interests have been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans, then the
“Controlling Class” shall be the most subordinate class of Control Eligible Regular Interests that has an
aggregate Certificate Balance greater than zero without regard to the application of Cumulative Appraisal Reduction Amounts
to notionally reduce the Certificate Balance of such Class.


 


“Controlling
Class Certificateholders”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced
Whole Loan, each Holder (or Certificate Owner, if applicable) of a Controlling Class Certificate as determined by the Certificate
Registrar from time to time, upon request by any party hereto. For the avoidance of doubt, whenever the term “Controlling
Class Certificateholder” is used in this Agreement without further clarification, the parties hereto intend for such references
to mean the applicable Controlling Class Certificateholder under the circumstances. The Trustee, the Master Servicer, the Special
Servicer or the Operating Advisor may from time to time request (the cost of which being an expense of the Trust) that the Certificate
Administrator provide a list of the Holders (or Certificate Owners, if applicable) of the applicable Controlling Class and the
Certificate Administrator shall promptly provide such list without charge to such Trustee, Master Servicer,


 






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Operating
Advisor or Special Servicer, as applicable. The Trustee, Master Servicer, the Special Servicer and the Operating Advisor shall
be entitled to rely on any such list so provided.


 


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


 


“Corporate
Trust Office”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any
particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of
the execution of this Agreement is located (i) with respect to Certificate transfers and surrenders, at 600 South 4th
Street, 7th Floor, MAC: N9300-070, Minneapolis, Minnesota 55479, Attention: Certificate Transfer Services - CSAIL 2017-CX9;
and (ii) with respect to the Trustee at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, Attention: Corporate Trust Services
(CMBS), CSAIL 2017-CX9; and (iii) for all other purposes, to the Certificate Administrator at 9062 Old Annapolis Road, Columbia,
Maryland 21045-1951, Attention: Corporate Trust Services (CMBS) CSAIL 2017-CX9.


 


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


 


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


 


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


 


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


 


“Credit
Risk Retention Rule”: The final rule that was promulgated to implement the credit risk retention requirements (which
such joint final rule has been codified, inter alia, at 17 C.F.R. § 246) under Section 15G of the Securities Exchange Act
of 1934, as added by Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (79 F.R. 77601; pages 77740-77766),
as such rule may be amended from time to time, and subject to such clarification and interpretation as have been provided by the
Department of Treasury, the Federal Reserve System, the Federal Deposit Insurance Corporation, the Federal Housing Finance Agency,
the Securities and Exchange Commission and the Department of Housing and Urban Development in the adopting release (79 F.R. 77601
et seq.) or by the staff of any such agency, or as may be


 






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provided
by any such agency or its staff from time to time, in each case, as effective from time to time.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


“CREFC® Intellectual
Property Royalty License Fee”: With respect to each Mortgage Loan and REO Loan (excluding the portion of an REO
Loan related to any other 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 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


 






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


 


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


 


“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.


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“Cross-Over
Date”: The first Distribution Date on which the Certificate Balances of each Regular Interest (other than the Class
A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class X Regular Interests) have (calculated without giving effect to the Principal
Distribution Amount on such Distribution Date) all previously been reduced to zero as a result of the allocation of Realized Losses
to such Regular Interests.


 


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


 






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


 


“Crossed
Underlying Loan Repurchase Criteria”: With respect to any Crossed Mortgage Loan Group as to which one or more (but not
all) of the Crossed Underlying Loans therein are affected by a Material Defect (the Crossed Underlying Loan(s) in such Crossed
Mortgage Loan Group affected by such Material Defect, for purposes of this definition, the “affected Crossed Underlying
Loans” and the other Crossed Underlying Loan(s) in such Crossed Mortgage Loan Group, for purposes of this definition, the
“remaining Crossed Underlying Loans”) (i) the weighted average Debt Service Coverage Ratio for all the remaining Crossed
Underlying Loans for the four most recently reported calendar quarters preceding the repurchase or substitution shall not be less
than the greater of (a) the weighted average Debt Service Coverage Ratio for the entire such Crossed Mortgage Loan Group, including
the affected Crossed Underlying Loan(s), for the four most recently reported calendar quarters preceding the repurchase or substitution,
and (b) 1.25x, (ii) the weighted average LTV Ratio for all the remaining Crossed Underlying Loans determined at the time of repurchase
or substitution based upon an Appraisal obtained by the Special Servicer at the expense of the related Mortgage Loan Seller shall
not be greater than the least of (a) the weighted average LTV Ratio for the entire such Crossed Mortgage Loan Group, including
the affected Crossed Underlying Loan(s), determined at the time of repurchase or substitution based upon an Appraisal obtained
by the Special Servicer at the expense of the related Mortgage Loan Seller, (b) the weighted average LTV Ratio for the entire
such Crossed Mortgage Loan Group, including the affected Crossed Underlying Loan(s), as of the Cut-off Date and (c) 75%, (iii)
the related Mortgage Loan Seller, at its expense, shall have furnished the Trustee and the Certificate Administrator with an Opinion
of Counsel that any modification relating to the repurchase or substitution of a Crossed Underlying Loan shall not cause an Adverse
REMIC Event to occur, (iv) the related Mortgage Loan Seller causes the affected Crossed Underlying Loan to become not cross-collateralized
and cross-defaulted with the remaining related Crossed Underlying Loans prior to such repurchase or substitution or otherwise
forbears from exercising enforcement rights against the Primary Collateral for any Crossed Underlying Loan(s) remaining in the
Trust (while the Trust forbears from exercising enforcement rights against the Primary Collateral for the Mortgage Loan removed
from the Trust) and (v) (other than with respect to any Excluded Loan 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
2017-C8 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of June 1, 2017, among Credit
Suisse Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association, as master servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as special servicer, Wells Fargo Bank, National Association, as certificate
administrator, Wilmington Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor and
as asset representations


 






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reviewer,
entered into in connection with the issuance of the Commercial Mortgage Pass-Through Certificates, Series 2017-C8.


 


“CSMC
2017-MOON Trust and Servicing Agreement”: The trust and servicing agreement, dated as of July 6, 2017, among Credit
Suisse Commercial Mortgage Securities Corp., as depositor, KeyBank National Association, as servicer, AEGON USA Realty 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, entered into in connection with the issuance of the Commercial
Mortgage Pass-Through Certificates, Series 2017-MOON.


 


“Cumulative
Appraisal Reduction Amount”: As of any date of determination for any Mortgage Loan, the sum of (i) all Appraisal Reduction
Amounts then in effect, and (ii) with respect to any AB Modified Loan, any Collateral Deficiency Amount then in effect. The Master
Servicer and the Certificate Administrator shall be entitled to conclusively rely on the Special 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
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 September 2017, or with respect
to any Mortgage Loan that has its first Due Date in October 2017, the date that would have otherwise been the related Due Date
in September 2017.


 


“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 


 



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Payment)
due under such Mortgage Loan during such period; provided that with respect to the Mortgage Loans identified on Annex A-1
to the Prospectus as paying interest only for a specified period of time set forth in the related Mortgage Loan documents and
then paying principal and interest, the related Periodic Payment will be calculated (for purposes of this definition only) to
include interest and principal (based on the remaining amortization term indicated in the Mortgage Loan Schedule).


 


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


 


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


 


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


 


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


 


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


 


“Deficient
Valuation”: With respect to any Mortgage Loan or Serviced Whole Loan, as applicable, a valuation by a court of competent
jurisdiction of the related Mortgaged 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. The Class R Certificates,
Class Z Certificates, HRR Certificates and any Certificate issued pursuant to Section 5.02(c) and Section 5.02(d)
shall (other than in the


 






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case
of the initial issuance of the Certificates evidencing the VRR Interest) be Definitive Certificates. For the avoidance of doubt,
any HRR Certificate or VRR Interest shall at all times during the Transfer Restriction Period be evidenced by Definitive Certificates
(or with respect to the VRR Interest, other than upon initial issuance, as provided for in Section 5.03(i)).


 


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


 


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


 


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


 


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


 


“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;


 






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


 


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


 


(8)       legal
description of the related Mortgaged Property;


 


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


 


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


 


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


 


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


 


(13)     the
related Mortgagor tax ID;


 


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


 


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


 


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


 


“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 October
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


 






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of
the Mortgage Note and an indemnity properly assigned and endorsed to the Trustee);


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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beneficiary
of such comfort letter or other agreement, or for the issuance of a new comfort letter in favor of the Trust, as the case may
be;


 


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


 


(xiii)    all
related environmental reports; and


 


(xiv)    all
related environmental insurance policies;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(k)       a
copy of all zoning reports;


 


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


 


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


 


(n)       a
copy of all UCC searches;


 






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(o)       a
copy of all litigation searches;


 


(p)       a
copy of all bankruptcy searches;


 


(q)       a
copy of the origination settlement statement;


 


(r)        a
copy of any Insurance Consultant Report;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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Holder
owns the largest aggregate Certificate Balance of the Controlling Class, then there will be no Directing Certificateholder until
appointed in accordance with the terms of this Agreement. After the occurrence and during the continuance of a Control Termination
Event, the Directing Certificateholder shall only retain its consultation rights to the extent specifically provided for herein.
After the occurrence of a Consultation Termination Event, there will be no Directing Certificateholder. The Depositor shall promptly
provide the name and contact information for the initial Directing Certificateholder upon request of any party to this Agreement
and any such requesting party may conclusively rely on the name and contact information provided by the Depositor. In the event
the Controlling Class Certificateholder has elected to irrevocably waive its right to appoint a Directing Certificateholder or
to exercise any of the rights of the Controlling Class Certificateholder, there will be no Directing Certificateholder and no
party will be entitled to exercise any of the rights of the Directing Certificateholder until such time as a Controlling Class
Certificateholder is reinstated pursuant to Section 3.23(l) and a new Directing Certificateholder is appointed in accordance
with the terms hereof. The Certificate Administrator and the other parties hereto shall be entitled to assume that the identity
of the Directing Certificateholder has not changed until such parties receive written notice of a replacement of the Directing
Certificateholder from a party holding the requisite interest in the Controlling Class (as confirmed by the Certificate Registrar),
or the resignation of the then-current Directing Certificateholder.


 


“Directing
Holder”: Means:


 


(a)       with
respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan (other than any Serviced AB Whole
Loan), the Directing Certificateholder; and


 


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


 


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


 


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






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expenditures
with respect to such REO Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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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 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 October 2017. The initial
Distribution Date shall be October 17, 2017.


 


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


 


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


 


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


 


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


 


“EDGAR”:
As defined in Section 11.03.


 


“EDGAR-Compatible
Format”: With respect to (a) the Initial Schedule AL File, the Initial Schedule AL Additional File, the CREFC®
Schedule AL File and the Schedule AL Additional File, XML format or such other format as mutually agreed to between the
Depositor, the Certificate Administrator and the Master Servicer and (b) any report, file or document other


 






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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 “BBB+” by S&P, if the deposits are to be held in such account
for thirty (30) days or more, and the short-term debt obligations of which are rated at least “A-1” by S&P
(or “A-2” by S&P so long as the long-term unsecured debt obligations of such depository institution or trust
company are rated no less than “BBB” by S&P), if the deposits are to be held in such account for less than
thirty (30) days and (B) the long-term unsecured debt obligations or deposits of which are rated at least “A” by
Fitch (to the extent rated by Fitch), if the deposits are to be held in such account for thirty (30) days or more, and the
short-term debt obligations of which have a short term rating of not less than “F1” from Fitch (to the extent
rated by Fitch), if the deposits are to be held in such account for less than thirty (30) days; (ii) an account or accounts
maintained with Wells Fargo Bank, National Association or PNC Bank, National Association so long as Wells Fargo Bank,
National Association’s or PNC Bank, National Association’s, as applicable, long-term unsecured debt or deposit
rating shall be at least “BBB” from S&P, “A2” from Moody’s and “A” from Fitch
(to the extent rated by Fitch) (if the deposits are to be held in the account for more than thirty (30) days) or Wells Fargo
Bank, National Association’s or PNC Bank, National Association’s short term deposit or short term unsecured debt
rating shall be at least “A-1” from S&P (or “A-2” by S&P so long as the long-term unsecured
debt obligations of such depository institution or trust company are rated no less than “BBB” by S&P),
“P-1” from Moody’s and “F2” from Fitch (to the extent rated by Fitch) (if the deposits are to
be held in the account for thirty (30) days or less) or such other rating confirmed in a Rating Agency Confirmation);
(iii) an account or accounts maintained with KeyBank National Association so long as KeyBank National Association’s (a)
long-term unsecured debt rating or deposit account rating shall be at least “BBB+” by S&P and
“A-” by Fitch if the deposits are to be held in the account for more than 30 days or (b) short-term deposit
account or short-term unsecured debt rating shall be at least “A-2” by S&P and “F-1” by Fitch if
the deposits are to be held in the account for 30 days or less; (iv) such other account or accounts that, but for the failure
to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i)
– (ii) above, with respect to which a Rating Agency Confirmation has been obtained from each Rating Agency for
which the minimum ratings set forth in the applicable clause is not satisfied with respect to such account, which account may
be an account maintained by or with the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer;
(v) any other account or accounts not listed in clauses (i) –(iii) above with respect to which a Rating
Agency Confirmation has been obtained from each and every Rating Agency and a confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced
Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25), which account may be an account maintained by or with the Certificate Administrator, the Trustee, the Master
Servicer or the Special Servicer; or (vi) a segregated trust account or accounts maintained with the corporate trust
department of a federal or state chartered depository institution or trust company and that, in either case, has corporate
trust powers, acting in its fiduciary capacity, provided that any state







 






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chartered
depository institution or trust company is subject to regulation regarding fiduciary funds substantially similar to 12 C.F.R.
§ 9.10(b). Eligible Accounts may bear interest. No Eligible Account shall be evidenced by a certificate of deposit, passbook
or other similar instrument.


 


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


 


“Eligible
Operating Advisor”: An institution (a) that is a special servicer or operating advisor on a CMBS transaction rated by
the Rating Agencies (including, in the case of the Operating Advisor, this transaction) but has not been special servicer or operating
advisor on a transaction for which any Rating Agency has qualified, downgraded or withdrawn its rating or ratings of, one or more
classes of certificates for such transaction citing servicing concerns with the Operating Advisor in its capacity as special servicer
or operating advisor on such CMBS transaction as the sole or a material factor in such rating action; (b) that can and will make
the representations and warranties of the Operating Advisor set forth in Section 6.01(c) of this Agreement, including to
the effect that it possesses sufficient financial strength to fulfill its duties and responsibilities pursuant to this Agreement
over the life of the Issuing Entity; (c) that is not (and is neither affiliated nor Risk Retention Affiliated with) the Depositor,
the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, a Sponsor, the Third Party Purchaser, a
Mortgage Loan Seller, any Borrower Party, the Directing Holder, the Directing Certificateholder, the Risk Retention Consultation
Party or a depositor, a trustee, a certificate administrator, a master servicer or a special servicer with respect to the securitization
of a Companion Loan, or any of their respective Affiliates or Risk Retention Affiliates; (d) that has not been paid by the Special
Servicer or successor special servicer any fees, compensation or


 






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other
remuneration (x) in respect of its obligations hereunder or (y) for the appointment or recommendation for replacement of a successor
special servicer to become the Special Servicer; (e) that (x) has been regularly engaged in the business of analyzing and advising
clients in CMBS matters and that has at least five (5) years of experience in collateral analysis and loss projections and (y)
has at least five (5) years of experience in commercial real estate asset management and experience in the workout and management
of distressed commercial real estate assets and (f) that does not directly or indirectly, through one or more Affiliates or otherwise,
own or have derivative exposure in any interest in any Certificates, the Mortgage Loans or otherwise have any financial interest
in the securitization transaction to which this Agreement relates, other than in fees from its role as Operating Advisor and Asset
Representations Reviewer (to the extent it also acts as the Asset Representations Reviewer).


 


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


 


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


 


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


 


“Environmental
Indemnity Agreement”: With respect to any Mortgage Loan, 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
Plan”: As defined in Section 5.03(n).


 


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


 


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


 


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


 


“Excess
Interest”: With respect to each ARD Loan, interest accrued on such ARD Loan after the Anticipated Repayment Date allocable
to the Excess Rate, including all interest accrued thereon to the extent permitted by applicable law and the related Mortgage
Loan


 






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documents.
The Excess Interest shall not be an asset of any Trust REMIC, but rather shall be an asset of the Grantor Trust.


 


“Excess
Interest Distribution Account”: The trust account or accounts created and maintained as a separate account or accounts
(or as a subaccount of the Distribution Account) by the Certificate Administrator pursuant to Section 3.04(c), which shall
be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wells Fargo Bank,
National Association, as Trustee, and the registered Holders of CSAIL 2017-CX9 Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2017-CX9, Class V1-Z, Class V2-Z and Class Z Certificates, Excess Interest Distribution Account”,
and which must be an Eligible Account (or a subaccount of an Eligible Account). The Excess Interest Distribution Account shall
be held solely for the benefit of the Holders of the Class V1-Z, Class V2-Z and Class Z Certificates. The Excess Interest Distribution
Account shall not be an asset of any Trust REMIC, but rather shall be an asset of the Grantor Trust.


 


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


 






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“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 such Distribution Date that are not covered by the Master
Servicer’s Compensating Interest Payment (or the portion thereof allocated to the Mortgage Loans) for such Distribution
Date and the portion of the compensating interest payments allocable to any Non-Serviced Mortgage Loan to the extent received
from the related Non-Serviced Master Servicer.


 


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


 


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


 


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


 


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


 


“Excluded
Controlling Class Loan”: Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the
Directing Certificateholder or any Controlling Class Certificateholder 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


 






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Asset
Status Reports, Final Asset Status Reports (or summaries thereof), any inspection reports related to Specially Serviced Loans
conducted by the Special Servicer (including any Excluded Special Servicer) and which may include any Operating Advisor reports
delivered to the Certificate Administrator regarding the Special Servicer’s net present value determination or any Appraisal
Reduction Amount calculations delivered pursuant to Section 3.26(d), and any Officer’s Certificates delivered by
the Trustee, the Master Servicer or the Special Servicer, supporting any determination that any Advance was (or, if made, would
be) a Nonrecoverable Advance, or such other information and reports designated as Excluded Information by the Special Servicer,
the Master Servicer or the Operating Advisor, as applicable, but in each case other than information with respect to such Excluded
Controlling Class Loan that is aggregated with information of other Mortgage Loans at a pool level. For the avoidance of doubt,
any file or report contained in the CREFC® Investor Reporting Package (CREFC® IRP) (other than the
CREFC® Special Servicer Loan File relating to any Excluded Controlling Class Loan) and any Schedule AL Additional
File shall not be considered “Excluded Information”. Each of the Master Servicer, the Special Servicer or the Operating
Advisor shall deliver any Excluded Information to the Certificate Administrator in accordance with Section 3.30. For the
avoidance of doubt, the Certificate Administrator’s obligation to segregate any information delivered to it under the “Excluded
Information” tab on the Certificate Administrator’s Website shall be triggered solely by such information being delivered
in the manner provided in Section 3.30.


 


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


 


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


 


“Excluded
Special Servicer Information”: With respect to any Excluded Special Servicer Loan, any information solely related to
such Excluded Special Servicer Loan and/or the related Mortgaged Properties, which shall include the Asset Status Reports, Final
Asset Status Reports (or summaries thereof), any Operating Advisor reports delivered to the Certificate Administrator regarding
an Excluded Special Servicer’s net present value determination, any Appraisal Reduction Amount calculations delivered pursuant
to Section 3.26(d), and any Officer’s Certificates delivered by the Master Servicer or the applicable Excluded Special
Servicer supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, or such other information
and reports designated as Excluded Special Servicer Information by the applicable Excluded Special Servicer, the Master Servicer
or the Operating Advisor, as applicable. For the avoidance of doubt, any file or report contained in the CREFC®
Investor Reporting Package (CREFC® IRP) (other than the CREFC® Special Servicer


 






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Loan
File relating to any Excluded Special Servicer Loan) and any Schedule AL Additional File shall not be considered “Excluded
Special Servicer Information”.


 


“Excluded
Special Servicer Loan”: Any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan with respect
to which, as of any date of determination, the Special Servicer obtains knowledge that it is a Borrower Party. For the avoidance
of doubt, there are no Excluded Special Servicer Loans related to the Trust as of the Closing Date.


 


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


 


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


 


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


 


“Final
Asset Status Report”: With respect to any Specially Serviced Loan, the initial Asset Status Report, together with such
other data or supporting information provided by the Special Servicer to the applicable Directing Holder that does not include
any communication (other than the Final Asset Status Report) between the Special Servicer and such Directing Holder or the Risk
Retention Consultation Party with respect to such Specially Serviced Loan required to be delivered by the Special Servicer by
the Initial Delivery Date or any Subsequent Asset Status Report, in each case, in the form fully approved or deemed approved,
if applicable, by the Directing Holder pursuant to the Directing Holder Approval Process or following completion of the ASR Consultation
Process, as applicable. For the avoidance of doubt, the Special Servicer may issue more than one Final Asset Status Report with
respect to any Specially Serviced Loan in accordance with the procedures described in Section 3.19. Each Final Asset Status
Report shall be labeled or otherwise identified or communicated as being final by the applicable Special Servicer.


 


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


 


“Final
Recovery Determination”: A reasonable determination by the Special Servicer, in consultation with the applicable Directing
Holder (if related to a Mortgage Loan that is not an Excluded Loan as to such party and made prior to the occurrence and continuance
of a Consultation Termination Event), with respect to any Defaulted Loan (and, if applicable, any defaulted Companion Loan) or
Corrected Loan or REO Property (other than a Mortgage Loan or REO Property, as the case may be, that was purchased by (i) any
of the Mortgage Loan Sellers pursuant to Section 6 of the applicable Mortgage Loan Purchase Agreement, (ii) the Special Servicer
or other person pursuant to Section 3.16(b), any Companion Holder or any mezzanine lender pursuant to Section 3.16
or (iii) the Master Servicer, the Special Servicer, the Holders of the Controlling Class, or the Holders of the Class R Certificates
pursuant to Section 9.01) that there has been a recovery of all Insurance and Condemnation Proceeds, Liquidation Proceeds,
REO Revenue and other payments or recoveries that, in the Special Servicer’s judgment, which judgment was exercised without
regard to any obligation of the Special Servicer to make payments from its own funds pursuant to Section 3.07(b), will
ultimately be recoverable. With respect to all Mortgage Loans other than an applicable Excluded Loan prior to the occurrence and
continuance of any Control Termination Event, the applicable Directing Holder shall have


 






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ten
(10) Business Days to review and approve each such recovery determination by the Special Servicer; provided, however,
that if the Directing Holder fails to approve or disapprove any recovery determination within ten (10) Business Days of receipt
of the initial recovery determination, such consent shall be deemed given.


 


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


 


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


 


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


 


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


 


“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 Interests that would remain unpaid as
of the close of business on the related Distribution Date, and (b) the amount by which the Principal Distribution Amount exceeds
the aggregate amount that would actually be distributed on the related Distribution Date in respect of such Principal Distribution
Amount, and (ii) any Realized Losses outstanding immediately after such Distribution Date, to the extent such amounts would occur
on such Distribution Date or would be outstanding immediately after such Distribution Date, as applicable, without the inclusion
of the Gain-on-Sale Remittance Amount as part of the definition of Available Funds.


 


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


 






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Administrator,
on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of CSAIL 2017-CX9 Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CX9, Gain-on-Sale Reserve Account”. Any such
account shall be an Eligible Account or a subaccount of an Eligible Account.


 


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


 


“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-Z and Class V2-Z Certificates in accordance with the Class Z Percentage Interest, the Class V1-Z Percentage Interest
and the Class V2-Z Percentage Interest, respectively, in the ARD Grantor Trust Assets, in each case as further described in this
Agreement.


 


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


 


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


 


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


 


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


 


“IC
Leased Fee Hotel Portfolio Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of August 17, 2017, by and
between the holders of the IC Leased Fee Hotel Portfolio Companion Loans and the holder of the IC Leased Fee Hotel Portfolio Mortgage
Loan,


 






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relating
to the relative rights of such holders of the IC Leased Fee Hotel Portfolio Whole Loan, as the same may be amended in accordance
with the terms thereof.


 


“IC
Leased Fee Hotel Portfolio Companion Loans”: With respect to the Apex Fort Washington Whole Loan, the Companion Loans
evidenced by the related promissory notes A-1 and A-4 made by the related Mortgagor and secured by the Mortgage on the IC Leased
Fee Hotel Portfolio Mortgaged Property, which is not included in the Trust and which are pari passu in right of payment
with the IC Leased Fee Hotel Portfolio Mortgage Loan to the extent set forth in the IC Leased Fee Hotel Portfolio Co-Lender Agreement.


 


“IC
Leased Fee Hotel Portfolio Mortgage Loan”: With respect to the IC Leased Fee Hotel Portfolio Whole Loan, the Mortgage
Loan that is included in the Trust (identified as Mortgage Loan No. 23 on the Mortgage Loan Schedule), which is designated as
promissory notes A-2 and A-3, and is pari passu in right of payment with the IC Leased Fee Hotel Portfolio Companion Loans
to the extent set forth in the IC Leased Fee Hotel Portfolio Co-Lender Agreement.


 


“IC
Leased Fee Hotel Portfolio Mortgaged Property”: The Mortgaged Property that secures the IC Leased Fee Hotel Portfolio
Whole Loan.


 


“IC
Leased Fee Hotel Portfolio Whole Loan”: The IC Leased Fee Hotel Portfolio Mortgage Loan, together with the IC Leased
Fee Hotel Portfolio Companion Loans, each of which is secured by the same Mortgage on the Apex Fort Washington Mortgaged Property.
References herein to the IC Leased Fee Hotel Portfolio Whole Loan shall be construed to refer to the aggregate indebtedness under
the IC Leased Fee Hotel Portfolio Mortgage Loan and the IC Leased Fee Hotel Portfolio Companion Loans.


 


“Impermissible
Asset Representations Reviewer Affiliate”: As defined in Section 3.31.


 


“Impermissible
Risk Retention Affiliate”: As defined in Section 3.31.


 


“Impermissible
Operating Advisor Affiliate”: As defined in Section 3.31.


 


“Impermissible
TPP Affiliate”: As defined in Section 3.31.


 


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


 






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


 


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


 


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


 


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


 






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“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(s) prepared by, or on behalf of, the Depositor and filed as Exhibit 102 and, if applicable,
Exhibit 103 to the Form ABS-EE incorporated by reference into the Prospectus.


 


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


 


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


 


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


 


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


 


“Insurance
and Condemnation Proceeds”: All proceeds received under any Insurance Policy or in connection with the full or partial
condemnation of a Mortgaged Property, 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.


 






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“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 Park Center Phase I Co-Lender Agreement, Westin Building Exchange Co-Lender Agreement, 245 Park
Avenue Co-Lender Agreement, Two Independence Square Co-Lender Agreement, The Boulders Resort & Spa Co-Lender Agreement, 85
Broad Street Co-Lender Agreement, Allergan HQ Co-Lender Agreement, JW Marriott Chicago Co-Lender Agreement, 300 Montgomery Co-Lender
Agreement, 300 Montgomery Co-Lender Agreement, Center 78 Co-Lender Agreement, West Town Mall Co-Lender Agreement, Acropolis Garden
Co-Lender Agreement, Carolina Hotel Portfolio Co-Lender Agreement, Apex Fort Washington Co-Lender Agreement and IC Leased Fee
Hotel 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.


 


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


 


“Interest
Reserve Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate
Administrator pursuant to Section 3.04 of this Agreement, which shall be entitled “Wells Fargo Bank, National Association,
as Certificate Administrator, for the benefit of Wells Fargo Bank, National Association, as Trustee, for the benefit of the Holders
of Commercial Mortgage Pass-Through Certificates, Series 2017-CX9,


 






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Interest
Reserve Account” and which must be an Eligible Account or a sub-account of an Eligible Account. The Interest Reserve Account
shall be an asset of the Lower-Tier REMIC.


 


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


 


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


 


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


 


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


 


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


 


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





 






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


 


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


 


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


 


“JW
Marriott Chicago Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of July 28, 2017, by and between the
holders of the JW Marriott Chicago Companion Loans, the holders of the JW Marriott Chicago Subordinate Companion Loans and the
holder of the JW Marriott Chicago Mortgage Loan, relating to the relative rights of such holders of the JW Marriott Chicago Whole
Loan, as the same may be amended in accordance with the terms thereof.


 


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


 


“JW
Marriott Chicago Mortgage Loan”: With respect to the JW Marriott Chicago Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 9 on the Mortgage Loan Schedule), which is designated as promissory note A-1, and
is pari passu in right of payment with the JW Marriott Chicago Companion Loans and senior in right of payment to the JW
Marriott Chicago Subordinate Companion Loans to the extent set forth in the JW Marriott Chicago Co-Lender Agreement.


 


“JW
Marriott Chicago Mortgaged Property”: The Mortgaged Property that secures the JW Marriott Chicago Whole Loan.


 


“JW
Marriott Chicago Subordinate Companion Loans”: With respect to the JW Marriott Chicago Whole Loan, the Companion Loan
evidenced by the related promissory notes B-1-A, B-1-B and B-2 made by the related Mortgagor and secured by the Mortgage on the
JW


 






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Marriott
Chicago Mortgaged Property, which are not included in the Trust and which are subordinate in right of payment to the JW Marriott
Chicago Mortgage Loan and the JW Marriott Chicago Companion Loans to the extent set forth in the JW Marriott Chicago Co-Lender
Agreement.


 


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


 


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


 


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


 


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


 


“Liquidation
Event”: With respect to any Mortgage Loan or with respect to any REO Property (and the related REO Loan), any of the
following events: (i) such Mortgage Loan


 






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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 applicable Controlling Class or the Holders of the Class R Certificates
pursuant to Section 9.01 or acquired by the Sole Certificateholder in exchange for its Certificates pursuant to Section
9.01; or (vi) such Mortgage Loan 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 (a) a full, partial or discounted payoff
from the related Mortgagor or (b) any Liquidation Proceeds or Insurance and Condemnation Proceeds (including with respect to the
related Companion Loan, if applicable) or REO Property (in any case, other than amounts for which a Workout Fee has been paid,
or will be payable), equal to the product of the Liquidation Fee Rate and the proceeds of such full, partial or discounted payoff
or other partial payment or the Liquidation Proceeds or Insurance and Condemnation Proceeds (net of the related costs and expenses
associated with the related liquidation) related to such liquidated Specially Serviced Loan or REO Property, as the case may be;
provided, however, that no Liquidation Fee shall be payable with respect to (a) the purchase of any Specially Serviced
Loan by the Special Servicer or any Affiliate thereof (except if such Affiliate purchaser is the Directing Holder or any Affiliate
thereof; provided, however, that if no Control Termination Event exists, and if the Directing Holder or an Affiliate
thereof purchases any Specially Serviced Loan within ninety (90) days after the Special Servicer delivers to such Directing Holder
for its approval the initial Asset Status Report with respect to such Specially Serviced Loan, then the Special Servicer will
not be entitled to a Liquidation Fee in connection with such purchase by the Directing Holder or its Affiliates), (b) any event
described in clause (iv) of the definition of “Liquidation Proceeds” (or any substitution in lieu of a repurchase)
so long as such repurchase, substitution or Loss of Value Payment occurs prior to the termination of the Extended Cure Period,
(c) any event described in clauses (v), (vi) and (vii) of the definition of “Liquidation Proceeds”,
as long as, with respect to a purchase pursuant to clause (vi) of the definition of “Liquidation Proceeds”,
a purchase occurs within ninety (90) days of such holder’s purchase option first becoming exercisable during that period
prior to such Mortgage Loan becoming a Corrected Loan pursuant to the related Intercreditor Agreement, (d) with respect to a Serviced
Companion Loan, (x) a repurchase of such Serviced Companion Loan by the applicable Mortgage Loan Seller for a breach of a representation
or warranty or for a defective or deficient mortgage loan documentation under an Other Pooling and Servicing Agreement within
the time period (or extension of such time period) provided for such repurchase in such Other Pooling and Servicing Agreement
if such repurchase occurs prior to the


 






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


 


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


 


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


 






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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.


 


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


 


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


 


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


 






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


 


“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall initially
be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells Fargo Bank, National
Association, as Trustee, for the benefit of the registered holders of CSAIL 2017-CX9 Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2017-CX9, Lower-Tier REMIC Distribution Account”. Any such account, accounts or sub-accounts
shall be an Eligible Account.


 


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


 


“MAI”:
Member of the Appraisal Institute.


 


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


 


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


 


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


 


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


 


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


 


“Material
Defect”: With respect to any Mortgage Loan, a Defect in any Mortgage File or a Breach, which Defect or Breach, as the
case may be, materially and adversely affects the value of such Mortgage Loan, the value of the related Mortgaged Property or
the interests of


 






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the
Trustee or any Certificateholder therein or causes such Mortgage Loan to be other than a Qualified Mortgage.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


(i)       the
original Mortgage Note, endorsed on its face or by allonge attached to the Mortgage Note, without recourse, to the order of “Wells
Fargo Bank, National Association, as Trustee, on behalf of the registered Holders of CSAIL 2017-CX9 Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2017-CX9” 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 “Wells Fargo Bank, National Association, as Trustee, on behalf of the registered
holders of CSAIL 2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CX9” or
in blank and, in the case of any Serviced Whole Loan, “Wells Fargo Bank, National Association, as Trustee, on behalf of
the registered holders of CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CX9
and the holder(s) of the related Companion Loan(s), as their interests may appear” and (subject to the completion of certain
missing recording information and, if applicable, the assignee’s name) in recordable form (or, if the related Mortgage Loan
Seller is responsible for the recordation of that assignment, a copy of such assignment submitted or to be submitted for recording);


 


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


 


(v)       an
original assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in favor of “Wells
Fargo Bank, National Association, as Trustee, on behalf of the registered holders of CSAIL 2017-CX9 Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2017-CX9” or in blank and, in the case of any Serviced Whole Loan,
“Wells Fargo Bank, National Association, as Trustee, on behalf of the registered holders of CSAIL 2017-CX9 Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CX9 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 submitted or to be submitted for recording);


 


(vi)      the
original assignment of all unrecorded documents relating to the Mortgage Loan in favor of “Wells Fargo Bank, National Association,
as Trustee, on behalf of the registered Holders of CSAIL 2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2017-CX9” or in blank or, in the case of a Serviced Whole Loan, in favor of “Wells Fargo Bank,
National Association, as Trustee, on behalf of the registered holders of CSAIL 2017-CX9 Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2017-CX9 and the holder(s) of the related Companion Loan(s), as their interests may
appear”, if not already assigned pursuant to items (iii) or (v) above;


 


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


 


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


 


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


 


(x)      an
original assignment in favor of “Wells Fargo Bank, National Association, as Trustee, on behalf of the registered Holders
of CSAIL 2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CX9” and, in the
case of any Serviced Whole Loan, “Wells Fargo Bank, National Association, as Trustee, on behalf of the registered holders
of CSAIL 2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CX9 and the holder of
the related Companion Loan(s), as their interests may appear” of any financing statement executed and filed in favor of
the applicable Mortgage Loan Seller in the relevant jurisdiction (or, if the related Mortgage Loan Seller is responsible for the
filing of that assignment, a copy thereof certified to be the copy of such assignment to be submitted or to be submitted for recording);


 


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


 






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


 


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


 


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


 


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


 


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


 






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(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 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;


 






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(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;


 


(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;


 






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(xxiii)  [Reserved];


 


(xxiv)   the
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) BSP.


 


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


 


“Mortgage
Rate”: With respect to: (i) any Mortgage Loan 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 without giving effect to any default rate or Revised Rate;
or (ii) any Mortgage Loan or related Serviced Pari Passu Companion Loan (or, in either case, any successor REO Loan) after its
Maturity Date, the annual rate described in clause (i) above determined without regard to the passage of such Maturity
Date and, if applicable, any REO Acquisition. For the avoidance of doubt, the Mortgage Rate of any ARD Loan shall not be construed
to include the related Excess Rate.


 


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


 


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


 


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


 






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“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 Loan (excluding
the portion of the REO Loan related to any other Companion Loan) as of any date of determination, a rate per annum equal
to the related Mortgage Rate then in effect (without regard to any increase in the interest rate of any ARD Loan after its respective
Anticipated Repayment Date), minus the related Administrative Cost Rate; provided, however, that for purposes
of calculating Pass-Through Rates, the Net Mortgage Rate for any Mortgage Loan 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 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).


 






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


 






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(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,
the Special Servicer’s or the Trustee’s determination as to the recoverability of any P&I Advance shall be conclusive
and binding on the Certificateholders. The determination by the Master Servicer, the Special Servicer or the Trustee, as applicable,
that the Master Servicer or the Trustee, as applicable, has made a Nonrecoverable P&I Advance or that any proposed P&I
Advance, if made, would constitute a Nonrecoverable P&I Advance, or any updated or changed recoverability determination, shall
be evidenced by an Officer’s Certificate delivered by either the Special Servicer or the Master Servicer to the other and
to the Trustee, the Certificate Administrator and the Directing Certificateholder (but in the case of the Directing Certificateholder,
only prior to the occurrence and continuance of a Consultation Termination Event and only with respect to any Mortgage Loan 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 


 



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


 


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


 






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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, make a determination
in accordance with the Servicing Standard, that any Servicing Advance previously made or proposed to be made is a Nonrecoverable
Servicing Advance and shall deliver to the Master Servicer (and with respect to a Serviced Mortgage Loan, to any Other Servicer),
the Trustee, the Operating Advisor, the Certificate Administrator and the 17g-5 Information Provider notice of such determination.
Any such determination may be conclusively relied upon by, and shall be binding upon, the Master Servicer and the Trustee, provided,
however, that the Special Servicer shall not have such obligation to make an affirmative determination that any Servicing
Advance is or would be recoverable and in the absence of a determination by the Special Servicer that such Servicing Advance is
or would be a Nonrecoverable Servicing Advance, such decision shall remain with the Master Servicer or the Trustee, as applicable.
If the Special Servicer makes a determination that only a portion, and not all, of any previously made or proposed Servicing Advance
is a Nonrecoverable Servicing Advance, the Master Servicer and the Trustee shall each have the right to make its own subsequent
determination that any remaining portion of any such previously made or proposed Servicing Advance is a Nonrecoverable Servicing
Advance. The Officer’s Certificate shall set forth such determination of nonrecoverability and the considerations of the
Master Servicer, the Special Servicer or the Trustee, as applicable, forming the basis of such determination (which shall be accompanied
by, to the extent available, related income and expense statements, rent rolls, occupancy status and property inspections, and
shall include any existing Appraisal with respect to the related Mortgage Loan or Serviced Companion Loan, as applicable, or related
Mortgaged Property). The Special Servicer shall promptly furnish any party required to make Servicing Advances hereunder with
any information in its possession regarding the Specially Serviced Loans and REO Properties as such party required to make Servicing
Advances may reasonably request for purposes of making recoverability determinations. The Trustee shall be entitled to conclusively
rely on the Master Servicer’s or the Special Servicer’s, as the case may be, determination that a Servicing Advance
is or would be nonrecoverable, and the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s
determination that a Servicing Advance is or would be nonrecoverable. Notwithstanding anything herein to the contrary, if the
Special Servicer requests that the Master Servicer make a Servicing Advance, the Master Servicer may conclusively rely on such
request as evidence that such advance is not a Nonrecoverable Servicing Advance; provided, however, that the Special
Servicer shall not be entitled to make such a request more frequently than once per calendar month with respect to Servicing Advances
other than emergency advances (although such request may relate to more than one Servicing Advance). In the case of a cross-collateralized
Mortgage Loan (if any), such recoverability determination shall take into account the cross-collateralization of the related cross-collateralized
Mortgage Loan. The determination as to the recoverability of any servicing advance previously made or proposed to be made in respect
of a Non-Serviced Whole Loan shall


 






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be
made by the related Non-Serviced Master Servicer, Non-Serviced Special Servicer or Non-Serviced Trustee, as the case may be, pursuant
to the Non-Serviced PSA.


 


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


 


“Non-Reduced
Regular Interests”: As of any date of determination, 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.


 


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


 


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


 


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


 


“Non-Serviced
Companion Loan”: Each of the Westin Building Exchange Companion Loan, the Two Independence Square Companion Loans, the
Two Independence Square Subordinate Companion Loan, the 245 Park Avenue Companion Loans, the 245 Park Avenue Subordinate Companion
Loans, the 85 Broad Street Companion Loans, the 85 Broad Street Subordinate Companion Loans, the West Town Mall Companion Loans,
the West Town Mall Subordinate Companion Loans and the IC Leased Fee Hotel Portfolio Companion Loans.


 


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


 


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


 






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“Non-Serviced
Intercreditor Agreement”: Each of the Westin Building Exchange Co-Lender Agreement, the Two Independence Square Co-Lender
Agreement, the 245 Park Avenue Co-Lender Agreement, the 85 Broad Street Co-Lender Agreement, the West Town Mall Co-Lender Agreement
and the IC Leased Fee Portfolio Co-Lender Agreement.


 


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


 


“Non-Serviced
Mortgage Loan”: Each of the Westin Building Exchange Mortgage Loan, the Two Independence Square Mortgage Loan, the 245
Park Avenue Mortgage Loan, the 85 Broad Street Mortgage Loan, the West Town Mall Mortgage Loan and the IC Leased Fee Hotel Portfolio
Mortgage Loan.


 


“Non-Serviced
Mortgaged Property”: Each of the Westin Building Exchange Mortgaged Property, the Two Independence Square Mortgaged
Property, the 245 Park Avenue Mortgaged Property, the 85 Broad Street Mortgaged Property, the West Town Mall Mortgaged Property
and the IC Leased Fee Hotel Portfolio Mortgaged Property.


 


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


 


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


 


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


 


“Non-Serviced
PSA”: Each of the BANK 2017-BNK7 Pooling and Servicing Agreement, the CSMC 2017-MOON Trust and Servicing Agreement,
the 245 Park Avenue Trust 2017-245 Trust and Servicing Agreement, the CSAIL 2017-C8 Pooling and Servicing Agreement, the West
Town Mall Trust 2017-KNOX Trust and Servicing Agreement or the UBS 2017-C3 Pooling and Servicing Agreement.


 


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


 


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


 


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


 


“Non-Serviced
Whole Loan”: Each of the Westin Building Exchange Whole Loan, the Two Independence Square Whole Loan, the 245 Park Avenue
Whole Loan, the 85 Broad Street Whole Loan, the West Town Mall Whole Loan and the IC Leased Fee Hotel Portfolio Whole Loan.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


“Operating
Advisor Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a per
annum rate of (i) 0.00250% with respect to all Mortgage Loans. If the Operating Advisor has resigned pursuant to the second
paragraph of Section 3.26(m) or has been terminated pursuant to Section 3.26(i) and Section 3.26(j) and no
replacement has been appointed, the Operating Advisor Fee Rate shall be 0.0%.


 






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


 


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


 


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


 


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


 


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


 


(d)       a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the
winding up or liquidation of its affairs, shall


 






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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.


 


“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 and the Class X-E 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


 






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and
servicing agreement executed in connection with the securitization of the Park Center Phase I Companion Loan, the Boulders Resort
& Spa Companion Loan, the JW Marriott Chicago Companion Loan, the 300 Montgomery Companion Loan and the Center 78 Companion
Loan shall be an Other Pooling and Servicing Agreement.


 


“Other
Securitization”: As defined in Section 11.06.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Park
Center Phase I Mortgage Loan”: With respect to the Park Center Phase I Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 1 on the Mortgage Loan Schedule), which is designated as promissory note A-1, and
is pari passu


 






    -103-


     


    

 


in
right of payment with the Park Center Phase I Companion Loan to the extent set forth in the Park Center Phase I Co-Lender Agreement.


 


“Park
Center Phase I Mortgaged Property”: The Mortgaged Property that secures the Park Center Phase I Whole Loan.


 


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


 


“Pass-Through
Rate”: With respect to each Class of 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
    A-5 Certificates	 	Class A-5 Pass-Through
    Rate
	Class
    A-5 Regular Interest	 	Class A-5 Pass-Through
    Rate
	Class
    X-A Certificates	 	Class X-A Pass-Through
    Rate
	Class
    X-A Regular Interest	 	Class X-A Pass-Through
    Rate
	Class
    X-B Certificates	 	Class X-B Pass-Through
    Rate
	Class
    X-B Regular Interest	 	Class X-B Pass-Through
    Rate
	Class
    X-E Certificates	 	Class X-E Pass-Through
    Rate
	Class
    X-E Regular Interest	 	Class X-E 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



 


 






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


  


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


 






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or
by reason of a modification, extension, waiver or amendment granted or agreed to pursuant to the terms hereof) by a Mortgagor
from time to time under the related Mortgage Note and applicable law, without regard to any acceleration of principal of such
Mortgage Loan or Companion Loan by reason of default thereunder and without regard to any Excess Interest.


 


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


 


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


 


(ii)      time
deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after the date
of issuance and are issued or held by any depository institution or trust company (including the Trustee) incorporated or organized
under the laws of the United States of America or any State thereof and subject to supervision and examination by federal or state
banking authorities with respect to which (A) (I) in the case of such investments with maturities of thirty (30) days or less,
the short term debt obligations of which are rated “A-1+” (or the equivalent) by S&P, (II) in the case of such
investments with maturities of three (3) months or less, but more than thirty (30) days, the short term obligations of which are
rated “A-1+” (or the equivalent) by S&P, (III) in the case of such investments with maturities of six (6) months
or less, but more


 






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


 


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


 


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


 


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


 






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investments
with maturities of 30 days or less, the short term obligations of which corporation are rated at least “A-1” by S&P
and “F1” by Fitch, or the long-term obligations of which corporation are rated at least “A” by Fitch,
(2) in the case of such investments with maturities of three months or less, but more than 30 days, the short-term obligations
of which are rated at least “A-1+” by S&P (or “A-1” by S&P if the obligations mature within sixty
(60) days) and “F1+” by Fitch, or the long-term obligations of which are rated at least “AA-“ by Fitch
(with a short-term rating of “F1” by Fitch), (3) in the case of such investments with maturities of six months or
less, but more than three months, the short-term obligations of which are rated at least “F1+” by Fitch, or the long-term
obligations of which corporation are rated at least “AA-“ by Fitch (with a short-term rating of “F1” by
Fitch), and (4) in the case of such investments with maturities of more than six months, the short-term obligations of which are
rated at least the short-term debt obligations of which are rated “A-1+” (or the equivalent) by S&P, or the long-term
obligations of which corporation are rated at least “AA-” by S&P (with a short-term rating of “A-1”
by S&P) and “F1+” by Fitch, or the long-term obligations of which are rated at least “AA-” by Fitch
(with a short-term rating of “F1” by Fitch), and (b) such commercial paper is rated in the highest short-term category
by KBRA (if then rated by KBRA) (or such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency
relating to the Certificates and any Serviced Companion Loan Securities);


 


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


 


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


 






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be
considered satisfied with respect to the Certificates pursuant to Section 3.25); and


 


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


 


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


 


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


 


“Permitted
Transferee”: Any Person or any agent thereof other than (a) a Disqualified Organization, (b) any other Person so designated
by the Certificate Registrar who is unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person
requesting the transfer) to the effect that the transfer of an Ownership Interest in any Class R Certificate to such Person will
not cause any Trust REMIC to fail to qualify as a REMIC at any 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


 






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the
Class R Certificate is attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income
tax treaty, of the transferee or any other U.S. Tax Person.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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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 pro rata to
the related Mortgage Loan and any related Pari Passu Companion Loan.


 


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


 


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


 


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


 


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


 






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


 


“Privileged
Information Exception”: With respect to any Privileged Information, at any time (a) such Privileged Information becomes
generally available and known to the public other than as a result of a disclosure directly or indirectly by the party restricted
from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable and necessary for
the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors, arbitration parties, taxing
authorities or other governmental agencies, (c) such Privileged Information was already known to such Restricted Party and not
otherwise subject to a confidentiality obligation and/or (d) the Restricted Party is (in the case of the Master Servicer, the
Special Servicer, the Risk Retention Consultation Party, the Operating Advisor, the Asset Representations Reviewer, the Certificate
Administrator and the Trustee, as evidenced by an opinion of counsel (which shall be an additional expense of the Trust) delivered
to each of the Master Servicer, the Special Servicer, the Directing Holder (other than with respect to any


 






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applicable
Excluded Loan as to such Party), the Risk Retention Consultation Party, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee), required by law, rule, regulation, order, judgment or decree to disclose such
information.


 


“Privileged
Person”: The Depositor and its designees, the Initial Purchasers, the Underwriters, the Mortgage Loan Sellers, the
Sponsors, the Master Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer),
the Trustee, the Certificate Administrator, any Additional Servicer designated by the Master Servicer or the Special
Servicer, the Operating Advisor, any Affiliate of the Operating Advisor designated by the Operating Advisor, the Asset
Representations Reviewer, any Companion Holder who provides an Investor Certification, any Non-Serviced Master Servicer, any
Other Servicer, any Person (including the related Directing Holder or Risk Retention Consultation Party) who provides the
Certificate Administrator with an Investor Certification and any NRSRO (including any Rating Agency) that provides the
Certificate Administrator with an NRSRO Certification, which Investor Certification and NRSRO Certification may be submitted
electronically via the Certificate Administrator’s Website; provided that:


 


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


 


(b)       if
the Special Servicer obtains knowledge that it is a Borrower Party, the Special Servicer will nevertheless be a Privileged Person;
provided, however, that the Special Servicer may not directly or indirectly provide any information related to any
related Excluded Special Servicer Loan, which may include any Asset Status Reports, Final Asset Status Reports (or summaries thereof),
and such other information specified in this Agreement pertaining to such Excluded Special Servicer Loan to the related Borrower
Party, any of the Special Servicer’s employee or personnel or any of its Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or, to its actual knowledge, any non-Affiliate that holds a direct
or indirect ownership interest in the related Borrower Party, and will maintain sufficient internal controls and appropriate policies
and procedures in place in order to comply with these obligations; and


 


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


 






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obligation
to restrict access by the Special Servicer or any Excluded Special Servicer to any information related to any Excluded Special
Servicer Loan.


 


In
determining whether any Person is an Additional Servicer or an Affiliate of the Operating Advisor, the Certificate Administrator
may rely on a certification by the Master Servicer, the Special Servicer, any Mortgage Loan Seller or the Operating Advisor, as
the case may be.


 


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


 


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


 


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


 


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


 


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


 


“Prospectus”:
The Prospectus, dated September 21, 2017.


 


“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 (excluding for such purpose, the related Companion
Loan, if applicable)) as of the date of purchase; plus


 


(ii)      all
accrued and unpaid interest on the Mortgage Loan (or any related REO Loan (excluding for such purpose, the related Companion Loan,
if


 






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applicable)),
at the related Mortgage Rate in effect from time to time (excluding any portion of such interest that represents Default Interest
or Excess Interest on the ARD Loan), to, but not including, the Due Date immediately preceding or coinciding with the Determination
Date for the Collection Period of purchase; plus


 


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


 


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


 


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


 


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


 


(vii)       


 


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


 






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


 


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


 


“Qualified
Insurer”: (i) With respect to any Mortgage Loan, REO Loan or REO Property, an insurance company or security or bonding
company qualified to write the related Insurance Policy in the relevant jurisdiction with an insurance financial strength rating
of at least: (a) “A-” by S&P (or, if not rated by S&P, an equivalent rating by (A) at least two NRSROs (which
may include Fitch and/or KBRA) or (B) one NRSRO (which may include Fitch or KBRA) and A.M. Best Company, Inc.), and (b) “A”
by Fitch (or, if not rated by Fitch, at least “A-” or an equivalent rating as “A-” by one other NRSRO
(which may include S&P or KBRA)) and (ii) with respect to the fidelity bond and errors and omissions insurance policy required
to be maintained pursuant to Section 3.07(c), except as otherwise permitted by Section 3.07(c), an insurance company
that has a claims paying ability (or the obligations which are guaranteed or backed by a company having such claims paying ability)
rated by at least one of the following rating agencies of at least (a) “A3” by Moody’s, (b) “A “
by S&P, (c) “A-” by Fitch, (d) “A-:X” by A.M. Best Company, Inc. or (e) “A(low)” by DBRS,
in the case of clauses (i) or (ii), any other insurer acceptable to the Rating Agencies, as evidenced by a Rating
Agency Confirmation.


 


“Qualified
Mortgage”: A “qualified mortgage” within the meaning of Code Section 860G(a)(3), but without regard to the
rule of Treasury regulations Section 1.860G-2(f)(2) that causes a defective obligation to be treated as a qualified mortgage.


 


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


 






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status”
in contemplation of a rating downgrade or withdrawal) of securities in a transaction serviced by the applicable servicer prior
to the time of determination and (viii) is included on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special
Servicer.


 


“Qualified
Substitute Mortgage Loan”: A substitute mortgage loan (other than with respect to the Whole Loans, for which no substitution
will be permitted) replacing a Mortgage Loan with respect to which a Material Defect exists that must, on the date of substitution:
(i) have an outstanding principal balance, after application of all scheduled payments of principal and interest due during or
prior to the month of substitution, whether or not received, not in excess of the Stated Principal Balance of the removed Mortgage
Loan as of the Due Date in the calendar month during which the substitution occurs; (ii) have a Mortgage Rate not less than the
Mortgage Rate of the removed Mortgage Loan, determined without regard to any prior modification, waiver or amendment of the terms
of the removed Mortgage Loan; (iii) have the same Due Date as and Grace Period no longer than that of the removed Mortgage Loan;
(iv) accrue interest on the same basis as the removed Mortgage Loan (for example, on the basis of a 360 day year consisting of
twelve 30-day months); (v) have a remaining term to stated maturity not greater than, and not more than two (2) years less than,
the remaining term to stated maturity of the removed Mortgage Loan; (vi) have a then-current loan-to-value ratio equal to or less
than the lesser of the loan-to-value ratio for the removed Mortgage Loan as of the Closing Date and 75%, in each case using the
“value” for the Mortgaged Property as determined using an Appraisal; (vii) comply as of the date of substitution in
all material respects with all of the representations and warranties set forth in the applicable Mortgage Loan Purchase Agreement;
(viii) have an environmental report that indicates no material adverse environmental conditions with respect to the related Mortgaged
Property and which will be delivered as a part of the related Mortgage File; (ix) have a then-current debt service coverage ratio
at least equal to the greater of the original debt service coverage ratio of the removed Mortgage Loan as of the Closing Date
and 1.25x; (x) constitute a “qualified replacement mortgage” within the meaning of Section 860G(a)(4) of the Code
as evidenced by an Opinion of Counsel (provided at the applicable Mortgage Loan Seller’s expense); (xi) not have a maturity
date or an amortization period that extends to a date that is after the date two (2) years prior to the Rated Final Distribution
Date; (xii) have comparable prepayment restrictions to those of the removed Mortgage Loan; (xiii) not be substituted for a removed
Mortgage Loan unless the Trustee and the Certificate Administrator have received Rating Agency Confirmation from each Rating Agency
(the cost, if any, of obtaining such Rating Agency Confirmation to be paid by the applicable Mortgage Loan Seller); (xiv) have
been approved (so long as a Control Termination Event has not occurred and is not continuing and the affected Mortgage Loan is
not an Excluded Loan with respect to either the Directing Holder or, if the Directing Holder is the Directing Certificateholder,
the Holder of the majority of the Controlling Class, as applicable) by the Directing Holder; (xv) prohibit defeasance within two
(2) years of the Closing Date; (xvi) not be substituted for a removed Mortgage Loan if it would result in an Adverse REMIC Event
other than the imposition of tax on the Trust or any Trust REMIC expressly permitted or contemplated to be imposed by the terms
of this Agreement, as determined by an Opinion of Counsel at the cost of the related Mortgage Loan Seller; (xvii) have an engineering
report that indicates no material adverse property condition or deferred maintenance with respect to the related Mortgaged Property
that will be delivered as a part of the related Servicing File; and (xviii) be current in the payment of all scheduled payments
of principal and interest then due. In the event that more than one mortgage loan is substituted for a removed Mortgage Loan,
then the amounts


 






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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 Holder.


 


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


 


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


 


“Rated
Final Distribution Date”: As to each Class of Certificates, the Distribution Date in September 2050.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


“Regulation
D”: Regulation D under the Act.


 


“Regulation
S”: Regulation S under the Act.


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


“REO
Account”: A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section
3.14(b) on behalf of the Trustee for the benefit of the Certificateholders and with respect to any Serviced Whole Loan, for
the benefit of the related Serviced Companion Noteholder, which shall initially be entitled “Rialto Capital Advisors, LLC”
[or the applicable successor Special Servicer], as Special Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee,
for the registered Holders of CSAIL 2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2017-CX9 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


 



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conditions
as its predecessor Mortgage Loan or Companion Loan, if applicable, including, without limitation, with respect to the calculation
of the Mortgage Rate in effect from time to time (such terms and conditions to be applied without regard to the default on such
predecessor Mortgage Loan or Companion Loan, if applicable). Each REO Loan shall be deemed to have an initial outstanding principal
balance and Stated Principal Balance equal to the outstanding principal balance and Stated Principal Balance, respectively, of
its predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition. All amounts due
and owing in respect of the predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition,
including, without limitation, accrued and unpaid interest, shall continue to be due and owing in respect of a REO Loan. All amounts
payable or reimbursable to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator or the Trustee, as applicable, in respect of the predecessor Mortgage Loan or Companion Loan, if
applicable, as of the date of the related REO Acquisition, including, without limitation, any unpaid Special Servicing Fees and
Servicing Fees, additional Trust Fund expenses and any unreimbursed Advances, together with any interest accrued and payable to
the Master Servicer or the Trustee, as applicable, in respect of such Advances in accordance with Section 3.03(d) or Section
4.03(d), shall continue to be payable or reimbursable to the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect of an REO Loan. In
addition, Unliquidated Advances and Nonrecoverable Advances with respect to such REO Loan, in each case, that were paid from collections
on the related Mortgage Loans and resulted in principal distributed to the Certificateholders being reduced as a result of the
first proviso in the definition of “Principal Distribution Amount” shall be deemed outstanding until recovered. Notwithstanding
anything to the contrary, with respect to each Serviced Whole Loan, no amounts relating to the related REO Property or REO Loan
allocable to the related Companion Loan will be available for amounts due to the Certificateholders or to reimburse the Trust,
other than in the limited circumstances related to Servicing Advances, indemnification payments, Special Servicing Fees and other
reimbursable expenses related to such Serviced Whole Loan incurred with respect to such Serviced Whole Loan, in accordance with
Section 3.05(a), or with respect to an AB Subordinate Companion Loan, 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,


 



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maintaining,
managing, inspecting, insuring, selling or reporting or to Appraisal Reduction Amounts and Final Recovery Determinations with
respect to an “REO Property”, shall not include the Trust’s beneficial interest in a Non-Serviced Mortgaged
Property. For the avoidance of doubt, REO Property, to the extent allocable to a Companion Loan, shall not be an asset of the
Trust Fund, any Trust REMIC or the Grantor Trust.


 


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


 


“Reportable
Event”: As defined in Section 11.07.


 


“Reporting
Requirements”: As defined in Section 11.13.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Required
Third Party Purchaser Retention Amount”: $31,860,000 of the Certificate Balance of the HRR Certificates.


 


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


 


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


 


“Resolved”:
With respect to a Repurchase Request, (i) that the related Material Defect has been cured, (ii) the related Mortgage Loan 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.


 



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“Responsible
Officer”: When used with respect to (i) the Trustee, any officer of the Corporate Trust Office of the Trustee with direct
responsibility for the administration of this Agreement and, with respect to a particular matter, any other officer to whom such
matter is referred because of such officer’s knowledge of and familiarity with the particular subject and (ii) the Certificate
Administrator, any officer assigned to the Corporate Trust Services group with direct responsibility for the administration of
this Agreement and, with respect to a particular matter, any other officer to whom a particular matter is referred by the Certificate
Administrator because of such officer’s knowledge of and familiarity with the particular subject.


 


“Restricted
Period”: The forty (40) day period prescribed by Regulation S commencing on the later of (a) the date upon which Certificates
are first offered to Persons other than the Initial 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 the VRR Interest, and any successor Holder of all or part of the VRR Interest.


 


“Retaining
Sponsor”: NREC, acting as retaining sponsor as such term is defined under § 244.3(b) of Credit Risk Retention Rules.


 


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


 


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


 


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


 


“Risk
Retention Consultation Party”: The Risk Retention Consultation Party shall be the party selected by the holder or holders
of more than 50% of the VRR 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 (including the identity and
contact information for) a replacement of the Risk Retention Consultation Party from a party holding the requisite interest in
the VRR Interest (as confirmed by the Certificate Registrar). The initial Risk Retention Consultation Party is expected to be
NREC.


 


In
the event that no Risk Retention Consultation Party has been appointed or identified to the Master Servicer or the Special Servicer,
as applicable, and the Master Servicer


 



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or
the Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity
has been identified to the Master Servicer or the Special Servicer, as applicable, then until such time as the new Risk Retention
Consultation Party is identified, the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with,
provide notice to, or seek the approval or consent of any such Risk Retention Consultation Party as the case may be.


 


“Rule
144A”: Rule 144A under the Act.


 


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


 


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


 


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


 


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


 


“Schedule
AL Additional File”: The data file containing additional information or schedules regarding data points in the CREFC®
Schedule AL File in accordance with Item 1111(h)(4) of Regulation AB and Item 601(b)(103) of Regulation S-K under the Securities
Act.


 


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


 



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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. The Scheduled Principal Distribution
Amount from time to time shall include all late payments of principal made by a Mortgagor with respect to the Mortgage Loans,
including late payments in respect of a delinquent balloon payment, received by the times described above in this definition,
except to the extent those late payments are otherwise available to reimburse the Master Servicer or the Trustee, as the case
may be, for prior Advances, as described above.


 


All
references to “Mortgage Loan”, “Non-Serviced Mortgage Loan” or “Mortgage Loans” in this definition
shall include, without limitation, any REO Mortgage Loans, to the extent applicable.


 


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


 


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


 


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


 


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


 


“Serviced
AB Whole Loan”: Each of the Allergan HQ Whole Loan, the JW Marriott Chicago Whole Loan and the Center 78 Whole Loan.


 


“Serviced
Companion Loans”: The Park Center Phase I Companion Loan, the Boulders Resort & Spa Companion Loan, the Allergan
HQ Subordinate Companion Loan, the JW Marriott Chicago Companion Loans, the JW Marriott Subordinate Companion Loans, the 300 Montgomery
Companion Loan, the Center 78 Companion Loan, the Acropolis Garden Companion Loan, the Carolina Hotel Portfolio Companion Loan
and the Apex Fort Washington Companion Loans.


 


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


 


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


 



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“Serviced
Mortgage Loans”: The Park Center Phase I Mortgage Loan, the Boulders Resort & Spa Mortgage Loan, the Allergan HQ
Mortgage Loan, the JW Marriott Chicago Mortgage Loan, the 300 Montgomery Mortgage Loan, the Center 78 Mortgage Loan, the Acropolis
Garden Mortgage Loan, the Carolina Hotel Portfolio Mortgage Loan and the Apex Fort Washington Mortgage Loan.


 


“Serviced
Pari Passu Companion Loans”: The Park Center Phase I Companion Loan, the Boulders Resort & Spa Companion Loan, the
JW Marriott Companion Loans, the 300 Montgomery Companion Loan, the Center 78 Companion Loan, the Acropolis Garden Companion Loan,
the Carolina Hotel Portfolio Companion Loan and the Apex Fort Washington Companion Loans.


 


“Serviced
Pari Passu Mortgage Loan”: The Park Center Phase I Mortgage Loan, the Boulders Resort & Spa Mortgage Loan, the JW
Marriott Chicago Mortgage Loan, the 300 Montgomery Mortgage Loan, the Center 78 Mortgage Loan, the Acropolis Garden Mortgage Loan,
the Carolina Hotel Portfolio Mortgage Loan and the Apex Fort Washington Mortgage Loan.


 


“Serviced
Pari Passu Whole Loan”: The Park Center Phase I Whole Loan, the Boulders Resort & Spa Whole Loan, the JW Marriott
Chicago Whole Loan, the 300 Montgomery Whole Loan, the Center 78 Whole Loan, the Acropolis Garden Whole Loan, the Carolina Hotel
Portfolio Whole Loan and the Apex Fort Washington 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 Park Center Phase I Whole Loan, the Boulders Resort & Spa Whole Loan, the Allergan HQ Whole Loan,
the JW Marriott Chicago Whole Loan, the 300 Montgomery Whole Loan, the Center 78 Whole Loan, the Acropolis Garden Whole Loan,
the Carolina Hotel Portfolio Whole Loan and the Apex Fort Washington 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


 



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defined
in the related Other Pooling and Servicing Agreement, in each case, as long as the date on which the remittance is required is
at least one (1) Business Day after the Due Date.


 


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


 


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


 


“Servicing
Advances”: All customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’
fees and expenses and fees of real estate brokers) incurred by the Master Servicer, the Special Servicer, Certificate Administrator,
or the Trustee, as applicable, in connection with the servicing and administering of (a) a Mortgage Loan (and in the case of a
Serviced Mortgage Loan, the related Serviced Companion Loan), other than a Non-Serviced Mortgage Loan, in respect of which a default,
delinquency or other unanticipated event has occurred or as to which a default is reasonably foreseeable or (b) a Mortgaged Property
securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or an REO Property (other than an REO Property related to a
Non-Serviced Mortgage Loan), including, in the case of each of such clause (a) and clause (b), but not limited to,
(x) the cost of (i) compliance with the Master Servicer’s obligations set forth in Section 3.03(c), (ii) the preservation,
restoration and protection of a Mortgaged Property, (iii) obtaining any Insurance and Condemnation Proceeds or any Liquidation
Proceeds of the nature described in clauses (i) – (vi) of the definition of “Liquidation Proceeds,”
(iv) any enforcement or judicial proceedings with respect to a Mortgaged Property, including foreclosures and (v) the operation,
leasing, management, maintenance and liquidation of any REO Property and (y) any amount specifically designated herein to be paid
as a “Servicing Advance”. Notwithstanding anything to the contrary, “Servicing Advances” shall not include
allocable overhead of the Master Servicer or the Special Servicer, such as costs for office space, office equipment, supplies
and related expenses, employee salaries and related expenses and similar internal costs and expenses or costs and expenses incurred
by any such party in connection with its purchase of a Mortgage Loan or REO Property. None of the Master Servicer, the Special
Servicer or the Trustee shall make any Servicing Advance in connection with the exercise of any cure rights or purchase rights
granted to the holder of a Serviced Companion Loan under the related Intercreditor Agreement or this Agreement.


 


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


 


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


 


“Servicing
Fee Rate”: With respect to (a) each Mortgage Loan and any successor REO Loan, a per annum rate equal to the sum
of the rates set forth on the Mortgage Loan Schedule under the headings “Servicing Fee Rate” and “Subservicing
Fee Rate”, which rate includes, in each such case, the rate at which applicable master, primary and sub-servicing fees


 



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accrue,
in each case computed on the basis of the Stated Principal Balance of the related Mortgage Loan or any REO Loan in the same manner
in which interest is calculated in respect of such loans and (b) each Non-Serviced Mortgage Loan and each successor REO Mortgage
Loan, a per annum rate equal to the rate set forth on the Mortgage Loan Schedule under the heading “Servicing Fee
Rate”, which rate includes, in each such case, the rate at which applicable master servicing fees accrue, in each case computed
on the basis of the Stated Principal Balance of the related Mortgage Loan or REO Loan in the same manner in which interest is
calculated in respect of such loans. With respect to the Allergan HQ Subordinate Companion Loan, the “Servicing Fee Rate”
shall be a per annum rate equal to 0.0050%. With respect to the JW Marriott Subordinate Companion Loans, the “Servicing
Fee Rate” shall be a per annum rate equal to 0.0050%. With respect to the Center 78 Subordinate Companion Loan, the
“Servicing Fee Rate” shall be a per annum rate equal to 0.0050%. With respect to each of the Serviced Pari
Passu Companion Loans, the “Servicing Fee Rate” shall be a per annum rate equal to 0.0050%.


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


(b)         there
shall have occurred a default (other than as set forth in clause (a) above and other than an Acceptable Insurance Default)
that (i) in the judgment of the Master Servicer or the Special Servicer (in the case of the Special Servicer, (i) with the consent
of the Directing Holder (other than with respect to an Excluded Loan as to such party), unless a Control Termination Event has
occurred and is continuing and upon consultation with the Risk Retention Consultation Party pursuant to Section 6.08 or
(ii) if a Control Termination Event has occurred and is continuing, following consultation with the Directing Holder (other than
with respect to an Excluded Mortgage Loan), unless a Consultation Termination Event has occurred and is continuing), materially
impairs the value of the related Mortgaged Property as security for the Mortgage Loan or Serviced Whole Loan or otherwise materially
adversely affects the interests of Certificateholders in the Mortgage Loan (or, in the case of a Serviced Whole Loan, the interests
of the Certificateholders or the related Serviced Companion Noteholder in such Serviced Whole


 



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Loan),
and (ii) continues unremedied for the applicable grace period under the terms of the Mortgage Loan or Serviced Whole Loan (or,
if no grace period is specified and the default is capable of being cured, for 30 days); provided that any default that
results in acceleration of the related Mortgage Loan or Serviced Whole Loan without the application of any grace period under
the related Mortgage Loan documents shall be deemed not to have a grace period; and provided, further, that any
default requiring a Servicing Advance will be deemed to materially and adversely affect the interests of the Certificateholders
in the Mortgage Loan (or, in the case of any Serviced Whole Loan, the interests of the Certificateholders or the related Serviced
Companion Noteholder in the Serviced Whole Loan); or


 


(c)          the
Master Servicer or the Special Servicer has determined (and, in the case of the Special Servicer, (i) with the consent of the
Directing Holder (other than with respect to an Excluded Mortgage Loan), unless a Control Termination Event has occurred and is
continuing, and upon consultation with the Risk Retention Consultation Party pursuant to Section 6.08 or (ii) if a Control
Termination Event has occurred and is continuing, following consultation with the Directing Holder (other than with respect to
an Excluded Mortgage Loan), unless a Consultation Termination Event has occurred and is continuing, that (i) a default (other
than an Acceptable Insurance Default) under the Mortgage Loan or Serviced Whole Loan is reasonably foreseeable, (ii) such default
will materially impair the value of the related Mortgaged Property as security for such Mortgage Loan or Serviced Whole Loan or
otherwise materially adversely affects the interests of Certificateholders in the Mortgage Loan (or, in the case of a Serviced
Whole Loan, the interests of the Certificateholders or any related Companion Loan Holder in the Serviced Whole Loan), and (iii)
the default is likely to continue unremedied for the applicable grace period under the terms of such Mortgage Loan or Serviced
Whole Loan or, if no grace period is specified and the default is capable of being cured, for 30 days; provided that any
default that results in acceleration of the related Mortgage Loan or Serviced Whole Loan without the application of any grace
period under the related Mortgage Loan documents shall be deemed not to have a grace period; or







 


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


 



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


 


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


 


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


 


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


 


“Significant
Obligor”: As defined in Section 11.12.


 


“Significant
Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter
of any calendar year), the date that is fifteen (15) days after the Relevant Distribution Date occurring on or immediately following
the date by which the related Mortgagor is required to deliver quarterly financial statements to the lender under the related
Loan Agreement in connection with such calendar quarter (which date is set forth in Section 11.12 for any Significant Obligor
with respect to the Trust). 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 Park Center Phase I Companion Loan, 45 days following the end
of each fiscal quarter, subject to the terms of the related loan agreement, (b) with respect to net operating income information,
for the Boulders Resort & Spa Companion Loan, 30 days following the end of each fiscal quarter, subject to the terms of the
related loan agreement, (c) with respect to net operating income information, for the JW Marriott Chicago Companion Loans and
the JW Marriott Chicago Subordinate Companion Loans, 45 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 300 Montgomery Companion Loan, 45
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 D,
Class E, Class F and Class NR Certificates; provided, however, that the Certificate Balances and/or Notional Amounts,
as applicable, of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class
B, Class C and Class D 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, Rialto Capital Advisors, LLC and its successors in interest and assigns,
or any successor special servicer appointed as provided herein and (ii) any Excluded Special Servicer Loan, if any, the related
Excluded Special Servicer appointed pursuant to Section 7.01(g) of this Agreement, as applicable and as the context may
require.


 


“Special
Servicer Decision”: Collectively:


 


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


 


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


 


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


 


(d)          agreeing
to any modification, waiver, consent or amendment of the related Mortgage Loan (other than Non-Serviced Mortgage Loans) or Serviced
Whole Loan in connection with a defeasance if such proposed modification, waiver, consent or amendment is with respect to (i)
a waiver of a Mortgage Loan event of default, (ii) a modification of the type of defeasance collateral required under the related
Mortgage Loan documents such that defeasance collateral other than direct, non-callable obligations of the United States of America
would be permitted or (iii) a modification that would permit a principal prepayment instead of defeasance if the related Mortgage


 



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Loan
documents do not otherwise permit such principal prepayment; provided that the foregoing is not otherwise a Major Decision;


 


(e)          any
requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit held as “performance”,
“earn-out”, “holdback” or similar escrows or reserves with respect to any of the Mortgage Loans or Serviced
Whole Loans, but excluding (subject to clause (f) below), as to Mortgage Loans and Serviced Whole Loans which are non-Specially
Serviced Loans, any routine and/or customary escrow and reserve fundings or disbursements for which the satisfaction of performance-related
criteria or lender discretion is not required or permitted pursuant to the terms of the related loan documents (for the avoidance
of doubt, other than as set forth in clause (f) below, any request with respect to a Mortgage Loan or Serviced Whole Loan that
is a non-Specially Serviced Loan for the funding or disbursement of ordinary course impounds, repair and replacement reserves,
lender approved budget and operating expenses, and tenant improvements pursuant to an approved lease, each in accordance with
the loan documents or any other funding or disbursement as mutually agreed upon by the Master Servicer and Special Servicer, will
not constitute a Special Servicer Decision;


 


(f)           any
requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit in the case of
certain Mortgage Loans (but excluding Non-Serviced Whole Loans) whose escrows, reserves, holdbacks and related letters of credit
exceed, in the aggregate (but excluding tax and insurance escrows), at the related origination date, 10% of the initial principal
balance of such Mortgage Loan (which Mortgage Loans are identified on Schedule 4 to this Agreement), except for the routine
funding of tax payments and insurance premiums when due and payable (provided the Mortgage Loan is not a Specially Serviced Mortgage
Loan);


 


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


 


(h)          in
circumstances where no lender discretion is required other than confirming the satisfaction of the applicable terms of the Mortgage
Loan documents (including determining whether any applicable terms or tests are satisfied), processing requests for any release
of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan; provided that, in any case, Special
Servicer Decisions will not include (i) the release, substitution or addition of collateral securing any Mortgage Loan (other
than Non-Serviced Mortgage Loans) or Serviced Whole Loan in connection with a defeasance of such collateral; or (ii) that are
related to any condemnation action that is pending, or threatened in writing, and would affect a non-material portion of the Mortgaged
Property; provided that such release or substitution or addition of collateral is not a Major Decision;


 



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


 


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


 


provided,
however, that notwithstanding the foregoing, “Special Servicer Decision” shall not include any matter listed
in the foregoing clauses (a) through (j) requested with respect to a Non-Specially Serviced Loan if the Master Servicer
and the Special Servicer have mutually agreed, as contemplated by Section 3.18(a) that the Master Servicer will process
such matter with respect to such Non-Specially Serviced Loan. If the Master Servicer and Special Servicer mutually agree that
the Master Servicer will process a Special Servicer Decision, the Master Servicer shall obtain the Special Servicer’s prior
consent to such Special Servicer Decision and the Master Servicer and Special Servicer shall each be entitled to 50% of any fee
paid in connection with such Special Servicer Decision.


 


“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 $5,000 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 $5,000 (or, in the case
of the Center 78 Mortgage Loan, $3,500) for such month with respect to such Specially Serviced Loan or REO Property.


 


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


 


“Specific
Grantor Trust Assets”: The Class A-1 Specific Grantor Trust Assets, Class A-2 Specific Grantor Trust Assets, Class A-SB
Specific Grantor Trust Assets, Class A-S Specific Grantor Trust Assets, Class A-3 Specific Grantor Trust Assets, Class A-4 Specific
Grantor Trust Assets, Class A-5 Specific Grantor Trust Assets, Class X-A Specific Grantor Trust Assets, Class X-B Specific Grantor
Trust Assets, Class X-E 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 V1-A Specific Grantor Trust Assets, Class V1-B Specific Grantor Trust Assets, Class V1-D
Specific Grantor Trust Assets, Class V1-E Specific Grantor Trust Asset, Class V1-F Specific Grantor Trust Asset, Class V1-Z Specific


 



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Grantor
Trust Assets, Class V2-A Specific Grantor Trust Assets, Class V2-Z Specific Grantor Trust Assets and Class Z Specific Grantor
Trust Assets.


 


“Sponsors”:
The Mortgage Loan Sellers.


 


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


 


“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.


 


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


 



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(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 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.


 



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“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 (a) sum of (1) the aggregate Purchase Price, excluding the amount described in clause (v) of the
definition of “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, less (b) solely in the case where the master servicer is exercising such purchase right,
the aggregate amount of unreimbursed Advances and unpaid Servicing Fees remaining outstanding and payable solely to the master
servicer (which items will be deemed to have been paid or reimbursed to the master servicer in connection with such purchase).


 


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


 



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


 


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


 


“The
Boulders Resort & Spa Mortgage Loan”: With respect to The Boulders Resort & Spa Whole Loan, the Mortgage Loan
that is included in the Trust (identified as Mortgage Loan No. 5 on the Mortgage Loan Schedule), which is designated as promissory
note A-1, and is pari passu in right of payment with The Boulders Resort & Spa Companion Loan to the extent set forth
in The Boulders Resort & Spa Co-Lender Agreement.


 


“The
Boulders Resort & Spa Mortgaged Property”: The Mortgaged Property that secures The Boulders Resort & Spa Whole
Loan.


 


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


 


“Third
Party Purchaser”: RREF III - D AIV RR, LLC or any Person that purchases the Certificates comprising the Required Third
Party Purchaser Retention Amount in accordance with this Agreement and applicable laws and regulations.


 


“Third
Party Purchaser Safekeeping Account”: With respect to the HRR Certificates, an account maintained by the Certificate
Administrator pursuant to this Agreement, which account shall be established at the direction of the Retaining Sponsor for the
benefit of the Holders of the HRR Certificates.


 


“Tranche
Percentage Interest”: (i) For any Certificate (other than a Class V1-Z, Class V2-Z or Class Z Certificate) in relation
to a Class of Certificates is the ratio, expressed as a percentage, of (a) the initial denomination of that Certificate to (b)
the Initial Maximum Balance of that Class of Certificates and (ii) any Class V1-Z, Class V2-Z or Class Z Certificate in relation
to the Class Z Certificates is the percentage interest evidenced by such Certificate.


 


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


 


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


 



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“Transfer
Restriction Period”: The period from the Closing Date to the earlier of (a) to the latest of (i) the date on which the
aggregate unpaid principal balance of all outstanding Mortgage Loans has been reduced to 33.0% of the aggregate Cut-off Date Balance
of the Mortgage Loans; (ii) the date on which the aggregate outstanding principal balance of the Principal Balance Certificates
has been reduced to 33.0% of the aggregate outstanding principal balance of the Balance Certificates as of the Cut-off Date; and
(iii) two years after the Closing Date; or (b) subject to the consent of the Retaining Sponsor (which may not be unreasonably
withheld, delayed or conditioned), the date on which the Credit Risk Retention Rules have been officially abolished or officially
determined by the OCC, the Board of Governors of the Federal Reserve System, the FDIC, the Federal Housing Finance Agency, the
Commission and the Department of Housing and Urban Development to be no longer applicable to the Trust or, the HRR Certificates
or the VRR Interest, as applicable; provided that such restrictions shall also expire on the date on which all Mortgage
Loans have been defeased in accordance with the risk retention requirements set forth in §244.7(b)(8)(i) of the Credit Risk
Retention Rules.


 


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


 


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


 


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


 


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


 


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


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named: “CSAIL 2017-CX9 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


 



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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 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 Regular Interests and (xiii) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box accounts,
cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


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


 


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


 


“Two
Independence Square Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of July 13, 2017, by and between
the holders of the Two Independence Square Companion Loans, the holder of the Two Independence Square Subordinate Companion Loan
and the holder of the Two Independence Square Mortgage Loan, relating to the relative rights of such holders of the Two Independence
Square Whole Loan, as the same may be amended in accordance with the terms thereof.


 


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


 


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


 


“Two
Independence Square Mortgaged Property”: The Mortgaged Property that secures the Two Independence Square Whole Loan.


 



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


 


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


 


“UBS
2017-C3 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of August 1, 2017, among UBS
Commercial Mortgage Securitization Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as
master servicer and as special servicer, Wells Fargo Bank, National Association, as certificate administrator and as trustee,
and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, entered into in connection with
the issuance of the Commercial Mortgage Pass-Through Certificates, Series 2017-C3.


 


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


 


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


 


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


 


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


 


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


 


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


 



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“Unscheduled
Principal Distribution Amount”: With respect to any Distribution Date, the aggregate of the following: (a) all Principal
Prepayments received on the Mortgage Loans during the applicable one-month period ending on the related Determination Date (or,
in the case of a Non-Serviced Mortgage Loan, received by the Master Servicer during such period as would allow inclusion in the
Available Funds for such Distribution Date) and (b) the principal portions of all Liquidation Proceeds, Insurance and Condemnation
Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan and any REO Properties during the applicable
one-month period ending on the related Determination Date (or, in the case of a Non-Serviced Mortgage Loan, received by the Master
Servicer during such period as would allow 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 two separate REMICs comprising the Trust, the assets of which consist of the Lower-Tier Regular Interests
and such amounts as shall from time to time be held in the Upper-Tier REMIC Distribution Account.


 


“Upper-Tier
REMIC Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created
and maintained by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the
Certificateholders, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator,
on behalf of Wells Fargo Bank, National Association, as Trustee, for the registered Holders of CSAIL 2017-CX9 Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CX9, 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


 



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Regulations,
certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


“Voting
Rights”: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times
during the term of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows:
(i) 0% in the case of the Class Z and Class R Certificates, (ii) 2% in the case of the Class X-A, Class X-B and Class X-E Certificates,
allocated pro rata, based upon their respective Notional Amounts as of the date of determination and (iii) in the case
of any Class of Principal Balance Certificates (or, with respect to a vote of Non-Reduced Certificates, in the case of any Class
of Non-Reduced Certificates), a percentage equal to the product of 98% and a fraction, the numerator of which is equal to the
Certificate Balance (and solely in connection with any vote for purposes of determining whether to remove the Special Servicer
pursuant to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(i) or the Asset Representations Reviewer
pursuant to Section 12.05, taking into account any notional reduction in the Certificate Balance for Cumulative Appraisal
Reduction Amounts allocated to the Principal Balance Certificates pursuant to Section 4.05(a) hereof) of such Class, in
each case, determined as of the Distribution Date immediately preceding such time, and the denominator of which is equal to the
aggregate Certificate Balance (and solely in connection with any vote for purposes of determining whether to remove the Special
Servicer pursuant to Section 7.01(d) or the Operating Advisor pursuant to Section 3.26(i), taking into account any
notional reduction in the Certificate Balance for Cumulative Appraisal Reduction Amounts allocated to the Principal Balance Certificates
pursuant to Section 4.05(a) hereof) of the Principal Balance Certificates (or, if with respect to a vote of Non-Reduced
Certificates, the aggregate of the Certificate Balances of all Classes of the Non-Reduced Certificates), each determined as of
the Distribution Date immediately preceding such time. The Voting Rights of any class of certificates shall be allocated among
Certificateholders of such class in proportion to their respective Percentage Interests. None of the Class R or Class Z Certificates
will be entitled to any Voting Rights.


 


“VRR
Interest”: Collectively, the Certificates described in the following table (as such Certificates may be exchanged as
provided for in Section 5.09):


 


	Class	 	Initial
    Certificate Balance/
 Notional
    Amount/Percentage Interest to be Retained by NREC
	Class
    A-1	 	$        939,000	 
	Class
    A-2	 	$     9,961,000	 
	Class
    A-3	 	$     4,175,000	 
	Class
    A-4	 	$     3,986,000	 
	Class
    A-5	 	$     5,979,000	 
	Class
    A-SB	 	$        635,000	 
	Class
    X-A	 	$   30,031,000	 
	Class
    X-B	 	$     3,118,000	 
	Class
    X-E	 	$        780,000	 
	Class
    A-S	 	$     4,356,000	 
	Class
    B	 	$     1,834,000	 
	Class
    C	 	$     1,284,000	 



 


 



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	Class	 	Initial
    Certificate Balance/
 Notional
    Amount/Percentage Interest to be Retained by NREC
	Class
    D	 	$   1,330,000	 
	Class
    E	 	$      780,000	 
	Class
    F	 	$      367,000	 
	Class
    NR	 	$   1,054,503	 
	Class
    Z	 	4.27	%


 





“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).


 


“Westin
Building Exchange Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of September 5, 2017, by and between
the holder of the Westin Building Exchange Companion Loan and the holder of the Westin Building Exchange Mortgage Loan, relating
to the relative rights of such holders of the Westin Building Exchange Whole Loan, as the same may be amended in accordance with
the terms thereof.


 


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


 


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


 


“Westin
Building Exchange Mortgaged Property”: The Mortgaged Property that secures the Westin Building Exchange Whole Loan.


 


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


 



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


 


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


 


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


 


“West
Town Mall Mortgaged Property”: The Mortgaged Property that secures the West Town Mall Whole Loan.


 


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


 


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


 


“West
Town Mall Trust 2017-KNOX Trust and Servicing Agreement”: The trust and servicing agreement, dated as of July 1, 2017,
among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association, as servicer,
as special servicer and as certificate administrator and Wilmington Trust, National Association, as trustee, and Park Bridge Lender
Services LLC, as operating advisor, entered into in connection with the issuance of the Commercial Mortgage Pass-Through Certificates,
Series 2017-KNOX.


 


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


 



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“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 Park Center Phase I Whole Loan, (ii) the Westin Building Exchange Whole Loan, (iii) the 245 Park
Avenue Whole Loan, (iv) the Two Independence Square Whole Loan, (v) the Boulders Resort & Spa Whole Loan, (vi) the 85 Broad
Street Whole Loan, (vii) the Allergan HQ Whole Loan, (viii) the JW Marriott Chicago Whole Loan, (ix) the 300 Montgomery Whole
Loan, (x) the Center 78 Whole Loan, (xi) the West Town Mall Whole Loan, (xii) the Acropolis Garden Whole Loan, (xiii) the Carolina
Hotel Portfolio Whole Loan, (ixx) the Apex Fort Washington Whole Loan and (xx) the IC Leased Fee Whole Loan.


 


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


 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan, the amount of any Advances made with respect to such Mortgage
Loan on or before the date such Mortgage Loan becomes (or, but for the making of three Periodic Payments under its modified terms,
would then constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent
that (i) such Advance (and accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance on or before
the date, if any, on which Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued and unpaid
interest thereon) becomes an obligation of the related Mortgagor to pay such amount under the terms of the modified loan documents.
That any 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 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 (or, if the rate in clause (a) above would result in a Workout Fee that would be less than
$25,000 when applied to each expected payment of principal and interest (other than default interest) on any Mortgage Loan (or
Whole Loan, if applicable) becomes a Corrected Loan through and including the then related maturity date, then the Workout Fee
Rate shall be a rate equal to such higher rate as would result in a Workout Fee equal to $25,000 when applied to each expected
payment of principal and interest (other than default interest) on any Mortgage Loan (or Whole Loan, if applicable) becomes a
Corrected Loan through and including the then related maturity date).


 



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“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.


 


(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 Regular Interest (other than any Class X Regular Interest) or any Principal
Balance Certificate, as applicable, on or as of a Distribution Date shall refer to the Certificate Balance of such Class of Regular
Interest or Principal Balance Certificate, as applicable, on such Distribution Date after giving effect to (a) any distributions
made with respect to such Class of Regular Interest or Principal Balance Certificate, as applicable, on such Distribution Date
pursuant to Section 4.01(a) or Section 4.01(b), as applicable, (b) any 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 Regular Interest (other than any Class X Regular Interest) or any Principal Balance Certificates, and added to the
Certificate Balance pursuant to Section 4.04(a).


 


(iv)        All
net present value calculations and determinations made with respect to a Mortgage Loan, Serviced Companion Loan, Mortgaged Property
or REO Property (including for purposes of the definition of “Servicing Standard”) shall be made, in the event
the Mortgage Loan documents are silent, using a discount rate (a) for principal and interest payments on a Mortgage Loan or Serviced
Companion Loan, as applicable, or sale of a Defaulted Loan, by the Special Servicer, the highest of (x) the rate determined by
the Master Servicer or Special Servicer, as applicable, that approximates the market rate that would be obtainable by the related
Mortgagor(s) on similar non-defaulted debt of such Mortgagor(s) as of such date of determination, (y) the Mortgage Rate on the
applicable Mortgage Loan or Serviced Companion Loan, as applicable, based on its outstanding principal balance and (z) the yield
on 10-year U.S. treasuries as of such date of determination, and (b) for all other cash flows, including property cash flow, the
“discount


 



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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 (and any Pari Passu Companion Loan(s), on a pro rata
basis).


 


Section
1.03     Certain Constructions. For purposes of this Agreement, references to the most or next
most subordinate Class of 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-5, Class A-S, Class B, Class C, Class D, Class E, Class F and Class NR Certificates or the Class A-1, Class A-2, Class
A-SB, Class A-3, Class A-4, Class A-5, Class A-S, Class B, Class C, Class D, Class E, Class F, Class NR 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
Z and Class R Certificates) and Regular Interests (other than the Class X Regular Interests) shall be deemed to be outstanding
only to the extent its respective Certificate Balance has not been reduced to zero. For purposes of this Agreement, the Class
Z Certificates shall be outstanding so long as any ARD Loan is outstanding. For purposes of this Agreement, the Class R Certificates
shall be outstanding so long as the Trust Fund has not been terminated pursuant to Section 9.01 of this Agreement or any other
Class of Certificates or Regular Interest remains outstanding. For purposes of this Agreement, each of the Class X Certificates
and the Class X Regular Interests shall be deemed to be outstanding until their respective Notional Amounts have been reduced
to zero.


 


Notwithstanding
anything to the contrary contained herein, for purposes of this Agreement, each reference to any action by the Master Servicer
or the Special Servicer that is subject to the consent or approval of the Directing Certificateholder, or consultation with the
Directing Certificateholder, the Risk Retention Consultation Party or the Operating Advisor, shall in each case be further subject
to the determination by the Master Servicer or the Special Servicer that taking or refraining from taking the action as proposed
by the Directing Certificateholder, the Risk Retention Consultation Party or the Operating Advisor or not taking such action as
proposed by the Master Servicer or the Special Servicer if the Directing Certificateholder fails to grant its consent or approval,
or if the Directing Certificateholder, the Risk Retention Consultation Party or the Operating Advisor, as applicable, fail to
express their concurrence, to any action proposed to be taken by the Master Servicer or the Special Servicer, in each case, is
consistent with the Servicing Standard. In each case, (a) if the response by the Directing Certificateholder, the Risk Retention
Consultation Party or the Operating Advisor


 



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hereunder
is inconsistent with the Servicing Standard, the Master Servicer or the Special Servicer shall take such action as is consistent
with the Servicing Standard, and (b) if the Master Servicer or the Special Servicer determines that immediate action is necessary
to protect the interests of the Certificateholders and, in the case of any Serviced Whole Loan, the related Serviced Companion
Loan Noteholders (as a collective whole as if such Certificateholders and Serviced Companion Loan Noteholders, as applicable,
constituted a single lender (and with respect to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into
account the subordinate nature of such Subordinate Companion Loan)), and the Master Servicer or the Special Servicer, as applicable,
has made a reasonable effort to contact the Directing Certificateholder, the Risk Retention Consultation Party or the Operating
Advisor, as applicable, it may take such action without waiting for a response from the Directing Certificateholder, the Risk
Retention Consultation Party or the Operating Advisor, as applicable; provided that the Special Servicer or Master Servicer,
as applicable, shall provide the Directing Certificateholder, the Risk Retention Consultation Party or the Operating Advisor,
if applicable, with prompt written notice following such action including a reasonably detailed explanation of the basis for such
action.


 


[End
of ARTICLE I]


 


Article
II



CONVEYANCE OF MORTGAGE LOANS;

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 September 2017 but have their first Due Date in October 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


 



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Sections
11, 12 and 17 thereof in connection with any exercise of rights under the assigned Sections, and the Depositor shall use its best
efforts to make available to the Trustee the benefits of Sections 11, 12 and 17 in connection therewith.


 


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


 



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(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 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
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


 



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Servicer
(which letter of credit shall be titled in the name of, or assigned to, “KeyBank National Association, as Master Servicer,
on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of registered holders of CSAIL 2017-CX9 Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CX9, and a copy to the Custodian or, if such original
has been submitted by the applicable Mortgage Loan Seller to the issuing bank to effect a reissuance, assignment or amendment
of such letter of credit (changing the beneficiary thereof to the Master Servicer (in care of the Trustee, as titled above) that
may be required in order for the Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with the
applicable terms thereof and/or of the related Mortgage Loan documents, as applicable) and the applicable Mortgage Loan Seller
shall be deemed to have satisfied the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section
2.01(b) by delivering with respect to any letter(s) of credit a copy thereof to the Custodian together with an officer’s
certificate of the applicable Mortgage Loan Seller certifying that such document has been delivered to the issuing bank for reissuance
or an Officer’s Certificate from the Master Servicer certifying that it holds the letter(s) of credit pursuant to this Section
2.01(b), one of which shall be delivered to the Custodian on the Closing Date. If a letter of credit referred to in the previous
sentence is not in a form that would allow the Master Servicer to draw on such letter of credit on behalf of the Trust in accordance
with the applicable terms thereof and/or of the related Mortgage Loan documents, the applicable Mortgage Loan Seller shall deliver
the appropriate assignment or amendment documents (or copies of such assignment or amendment documents if the related Mortgage
Loan Seller has submitted the originals to the related issuer of such letter of credit for processing) to the Custodian within
thirty (30) days of the Closing Date. If not otherwise paid by the related Mortgagor, the applicable Mortgage Loan Seller shall
pay any costs of assignment or amendment of such letter(s) of credit required in order for the Master Servicer to draw on such
letter(s) of credit on behalf of the Trust and shall cooperate with the reasonable requests of the Master Servicer in connection
with effectuating a draw under any such letter of credit prior to the date such letter of credit is assigned or amended in order
that it may be drawn by the Master Servicer on behalf of the Trust.


 


(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


 



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thereof
in the case of a UCC Assignment) should be returned by the public recording office to the Custodian or its designee following
recording or filing (or to the related Mortgage Loan Seller or its agent who will then be responsible for delivery of the same
to the Custodian or its designee). Any such Assignment received by the Custodian shall be promptly included in the related Mortgage
File and be deemed a part thereof, and any such Assignment received by the related Mortgage Loan Seller or its agent shall be
required to be delivered to the Custodian to be included as part of the related Mortgage File within thirty (30) days after receipt.
If any such document or instrument is determined to be incomplete or not to meet the recording or filing requirements of the jurisdiction
in which it is to be recorded or filed, or is lost by the public office or returned unrecorded or unfiled, as the case may be,
because of a defect therein, on or about one hundred-eighty (180) days after the Closing Date, the related Mortgage Loan Seller
or its designee shall prepare, at its own expense, a substitute therefor or cure such defect, as the case may be, and thereafter
the related Mortgage Loan Seller or its designee shall, at the expense of such Mortgage Loan Seller, upon receipt thereof cause
the same to be duly recorded or filed, as appropriate. If, by the first anniversary of the Closing Date, the Custodian has not
received confirmation of the recording or filing as the case may be, of any such Assignment, it shall so advise the related Mortgage
Loan Seller who may then pursue such confirmation itself or request that the Custodian pursue such confirmation at the related
Mortgage Loan Seller’s expense, and upon such a request and provision for payment of such expenses satisfactory to the Custodian,
the Custodian, at the expense of the applicable Mortgage Loan Seller, shall cause a search of the land records of each applicable
jurisdiction and of the records of the offices of the applicable Secretary of State for confirmation that the Assignment appears
in such records and retain a copy of such confirmation in the related Mortgage File. In the event that confirmation of the recording
or filing of an Assignment cannot be obtained, the Custodian or the related Mortgage Loan Seller, as applicable, shall promptly
inform the other and the Custodian shall provide such Mortgage Loan Seller with a copy of the Assignment and request the preparation
of a new Assignment. The related Mortgage Loan Seller shall pay the expenses for the preparation of replacement Assignments for
any Assignments which, having 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


 



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File
in accordance with the definition thereof and (ii) are reasonably necessary for the servicing of each such Mortgage Loan, together
with copies of all documents in each Mortgage File, shall be delivered by the Depositor or the applicable Mortgage Loan Seller
to the Master Servicer within five (5) Business Days after the Closing Date and shall be held by the Master Servicer on behalf
of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the related Companion Holder.
Such documents and records shall be any documents and records (with the exception of any items excluded under the immediately
preceding sentence) that would otherwise be a part of the Servicing File.


 


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


 


(f)           The
Depositor shall use its reasonable best efforts to require that, promptly after the Closing Date, but in all events within three
(3) Business Days after the Closing Date, each of the Mortgage Loan Sellers shall cause all funds on deposit in escrow accounts
maintained with respect to the Mortgage Loans transferred by such Mortgage Loan Seller, whether such accounts are held in the
name of the applicable Mortgage Loan Seller or any other 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 “The Boulders Resort & Spa”, “Hilton
Glendale”, “Sheraton Garden Grove”, “Carolina Hotel Portfolio”, “IC Leased Fee Hotel Portfolio—Radisson
Paper Valley”, “IC Leased Fee Hotel Portfolio—Radisson Albany”, “IC Leased Fee Hotel Portfolio—Radisson
Cromwell”, “IC Leased Fee Hotel Portfolio—Radisson Cheyenne”, “IC Leased Fee Hotel Portfolio—Radisson
High Point”, “IC Leased Fee Hotel Portfolio—Radisson Billings”, “Comfort Suites Arlington”,
“Central Avenue Hotels” and “Springhill Suites – Vero Beach FL” 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


 



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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)           On
or before the Closing Date, the Depositor shall deliver the Initial Schedule AL File, any Initial Schedule AL Additional File
and Annex A-1 to the Prospectus in EDGAR-Compatible Format and Microsoft Excel format to the Master Servicer at KC_Investor_Reporting@KeyBank.com.


 


(j)           [Reserved].


 


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 Holder (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 Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority of
the Controlling Class),


 



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the
Operating Advisor, the Asset Representations Reviewer and the applicable Mortgage Loan Seller (as to each Mortgage Loan listed
in the Mortgage Loan Schedule) that, except as specifically identified in any exception report annexed to such writing (the “Custodial
Exception Report”), (i) subject to the final proviso of the definition of “Mortgage File” herein and Section
2.01 hereof, all documents specified in clauses (i) through (v), (viii), (ix), (xi), (xii)
and (xiii) (or, with respect to clause (xii), a copy of such letter of credit and the required Officer’s
Certificate), if any, of the definition of “Mortgage File”, as applicable, are in its possession, (ii) the foregoing
documents delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear regular
on their face and appear to be executed and to relate to such Mortgage Loan, and (iii) based on such examination and only as to
the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses
(iv), (vi) and (viii)(c) in the definition of “Mortgage Loan Schedule” is correct. With respect
to each Mortgage Loan listed on the Custodial Exception Report, the Custodian shall specifically identify such Mortgage Loan together
with the nature of such exception (in the form reasonably acceptable to the Custodian and the related Mortgage Loan Seller and
separating items required to be in the Mortgage File but never delivered from items which were delivered by the related Mortgage
Loan Seller but are out for filing or recording and have not been returned by the filing office or the recorder’s office).


 


(c)          The
Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first anniversary
of the Closing Date, the Custodian shall, in the form attached as Exhibit Q, certify in writing to each of the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Directing Holder (so long as no Consultation
Termination Event shall have occurred and be continuing and only with respect to the Mortgage Loans other than any Excluded Loan
with respect to the Directing Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of the 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
Holder, in its sole judgment,


 






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


 



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


 


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


 



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(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 the Special Servicer by another party
hereto), then the Repurchase Request Recipient shall deliver notice (which may be by electronic format so long as a “backup”
hard copy of such notice is also delivered on or prior to the next Business Day) of such Repurchase Request or withdrawal or rejection
of a Repurchase Request (each, a “15Ga-1 Notice”) to the applicable Mortgage Loan Seller (other than in the
case of a rejection by such Mortgage Loan Seller) and the Depositor, in each case within ten (10) Business Days from such Repurchase
Request Recipient’s receipt thereof.


 


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


 


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


 


In
the event that the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
or the Custodian receives a Repurchase Request, such party shall promptly forward or otherwise provide written notice of such
Repurchase Request to the Master Servicer, if relating to a Non-Specially Serviced Loan, or to the Special Servicer, if relating
to a Specially Serviced Loan or REO Property, and include the following statement in the related correspondence: “This is
a ‘Repurchase Request’ under Section 2.02 of the Pooling and Servicing Agreement relating to the CSAIL 2017-CX9
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CX9 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


 



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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 the Special Servicer (with respect to Specially Serviced Loans) shall promptly
notify the Depositor of such repurchase or replacement.


 


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


 


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


 


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


 


(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


 



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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 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 Holder, the Master Servicer, the Special Servicer, the Certificate Administrator, Operating
Advisor (solely in its capacity as Operating Advisor) or the Trustee discovers (without implying any duty of such person to make,
or to attempt to make, such a discovery) or receives notice alleging a Material Defect in any Mortgage File, such Certificateholder,
the Directing Holder, the Master Servicer, the Special Servicer, the Trustee, Operating Advisor (solely in its capacity as Operating
Advisor) or the Certificate Administrator, as applicable, shall give prompt written notice of such Material Defect to the Depositor,
the Master Servicer, the Special Servicer, the applicable Mortgage Loan Seller, the Trustee, the Certificate Administrator, the
Operating Advisor (solely in its capacity as Operating Advisor) and, prior to the occurrence of a Consultation Termination Event,
the Directing Holder, and the Master Servicer (if the related Mortgage Loan is a Non-Specially Serviced Loan) or the Special Servicer
(if the related Mortgage Loan is a Specially Serviced Loan), as applicable, shall request in writing that the applicable Mortgage
Loan Seller, not later than ninety (90) days after (i) except in the case of the succeeding clause (ii), the applicable
Mortgage Loan Seller’s discovery of the Material Defect or receipt of such notice or (ii) in the case of a Material Defect
relating to a Mortgage Loan not being a Qualified Mortgage, the earlier of (x) the discovery by the Mortgage Loan Seller or any
party to this Agreement of such Material Defect or (y) receipt of notice of a discovery of such Material Defect from any party
to this Agreement by the Mortgage Loan Seller, (such ninety (90) day period, the “Initial Cure Period”), (A)
cure such Material Defect in all material respects, at such Mortgage Loan Seller’s own expense, including reimbursement
of any related reasonable additional expenses of the Trust reasonably incurred by any party to this Agreement, (B) repurchase
the affected Mortgage Loan or REO Mortgage Loan (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


 



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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 respect to the Directing Holder or, if the Directing Holder is the Directing Certificateholder,
the Holder of the majority of the Controlling Class, prior to the occurrence and continuance of a Consultation Termination Event),
the Directing Holder, setting forth the reason such Material Defect is not capable of being cured within the Initial Cure Period
and what actions the applicable Mortgage Loan Seller is pursuing in connection with the cure thereof and stating that the applicable
Mortgage Loan Seller anticipates that such Material Defect will be cured within the Extended Cure Period; and provided,
further, that, if any such Material Defect is still not cured after the Initial Cure Period and any such Extended Cure
Period solely due to the failure of the Mortgage Loan Seller to have received the recorded document, then the Mortgage Loan Seller
shall be entitled to continue to defer its cure, substitution or repurchase obligations in respect of such Material Defect so
long as the Mortgage Loan Seller certifies to the Trustee, the Special Servicer, the Master Servicer and the Certificate Administrator
every 30 days thereafter that the Material Defect is still in effect solely because of its failure to have received the recorded
document and that the Mortgage Loan Seller is diligently pursuing the cure of such defect (specifying the actions being taken),
except that no such deferral of cure, substitution or repurchase may continue beyond the date that is 18 months following the
Closing Date. Any such repurchase or substitution of a Mortgage Loan shall be on a whole loan, servicing released basis. Notwithstanding
the foregoing, any Material Defect which causes any Mortgage Loan not to be a “qualified mortgage” (within the meaning
of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a
defective Mortgage Loan to be treated as a qualified mortgage) shall be deemed to materially and adversely affect the interests
of Certificateholders therein, and (subject to the applicable Mortgage Loan Seller’s right to cure such Material Defect
during the Initial Cure Period) such Mortgage Loan shall be repurchased or substituted for without regard to the Extended Cure
Period described in the preceding sentence. If the affected Mortgage Loan is to be repurchased, the funds in the amount of the
Purchase Price remitted by the applicable Mortgage Loan Seller are to be remitted by wire transfer to the Master Servicer for
deposit into the Collection Account.


 



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If
a Mortgage Loan Seller, in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage
Loan, makes a cash payment pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller 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 an Excluded Loan with respect to the Directing Holder or, if the Directing Holder is the Directing Certificateholder,
the Holder of the majority of the Controlling Class, the consent of the Directing Holder) (each such payment, a “Loss
of Value Payment”) with respect to such Mortgage Loan, 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 may not be cured by a Loss of Value Payment.


 


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


 


If
any Breach pertains to a representation or warranty that the related Mortgage Loan documents or any particular Mortgage Loan document
requires the related Mortgagor to bear the costs and expenses associated with any particular action or matter under such Mortgage
Loan document(s), then the related Mortgage Loan Seller may cure such Breach within the applicable cure period (as the same may
be extended) by reimbursing the Trust (by wire transfer of immediately available funds) for (i) the reasonable amount of any such
costs and expenses incurred by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Trust
that are incurred as a result of such Breach and have not been reimbursed by the related Mortgagor and (ii) if such Mortgage Loan
is or was a Delinquent Loan subject to an Asset Review, the amount of any fees payable, without duplication, pursuant to Section
12.02(b)


 






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to
the extent not previously paid by the Mortgage Loan Seller to the Asset Representations Reviewer attributable to the Asset Review
of such Mortgage Loan; provided, however, that in the event any such costs and expenses exceed $10,000, the related
Mortgage Loan Seller shall have the option to either repurchase or substitute for the related Mortgage Loan as provided above
or pay such costs and expenses. Except as provided in the proviso to the immediately preceding sentence, the related Mortgage
Loan Seller shall remit the amount of such costs and expenses and upon its making such remittance, the related Mortgage Loan Seller
shall be deemed to have cured such Breach in all respects. To the extent any fees or expenses that are the subject of a cure by
the related Mortgage Loan Seller are subsequently obtained from the related Mortgagor, the portion of the cure payment made by
the related Mortgage Loan Seller equal to such fees or expenses obtained from the related Mortgagor shall promptly be returned
to the related Mortgage Loan Seller. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after
the related Due Date in the month of substitution, and Periodic Payments due with respect to each Mortgage Loan being repurchased
or replaced after the related Cut-off Date and received by the Master Servicer or the Special Servicer on behalf of the Trust
on or prior to the related date of repurchase or substitution, shall be part of the Trust Fund. Periodic Payments due with respect
to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution, and Periodic
Payments due with respect to each Mortgage Loan being repurchased or replaced and received by the Master Servicer or the Special
Servicer on behalf of the Trust after the related date of repurchase or substitution, shall not be part of the Trust Fund and
are to be remitted by the Master Servicer or the Special Servicer to the applicable Mortgage Loan Seller effecting the related
repurchase or substitution promptly following receipt. Notwithstanding anything contained in this Agreement or the related Mortgage
Loan Purchase Agreement, no delay in either the discovery of a Material Defect or in providing notice of such Material Defect
shall relieve the applicable Mortgage Loan Seller of its obligation to cure, repurchase or substitute for (or make a Loss of Value
Payment with respect to) the related Mortgage Loan if it is otherwise required to do so under the related Mortgage Loan Purchase
Agreement and/or this Article II unless (i) the related Mortgage Loan Seller did not otherwise discover or have knowledge
of such Material Defect, (ii) such delay is a result of the failure by a party to the applicable Mortgage Loan Purchase Agreement,
or this Agreement (other than the Asset Representations Reviewer), to provide prompt notice as required by the terms of the applicable
Mortgage Loan Purchase Agreement, or this Agreement, after such party has actual knowledge of such Material Defect (knowledge
shall not be deemed to exist by reason of the Custodial Exception Report), (iii) such Material Defect does not relate to the applicable
Mortgage Loan not being a Qualified Mortgage and (iv) such delay precludes such Mortgage Loan Seller from curing such Material
Defect.


 


Pursuant
to each Mortgage Loan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties with
respect to a Mortgage Loan, the related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan if (i) the
affected Mortgaged Property may be released pursuant to the terms of any partial release provisions in the related Mortgage Loan
documents (and such Mortgaged Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements,
if any, set forth in the Mortgage Loan documents and the related Mortgage Loan Seller provides an opinion of counsel to the effect
that such release in lieu of a repurchase would not (A) cause any Trust REMIC to fail to qualify as a REMIC or (B) result in the
imposition of a tax upon any Trust


 



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


 


(c)         Subject
to the applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03, and further subject
to Section 2.01(b) and Section 2.01(c), any of the following shall cause a document in the Mortgage File to be deemed
to have a “Defect” that constitutes a Material Defect and to be conclusively presumed to materially and adversely
affect the interests of Certificateholders in a Mortgage Loan (but solely with respect to clause (a)) and to be deemed
to materially and adversely affect the interest of the Certificateholders in and the value of a Mortgage Loan: (a) the absence
from the Mortgage File of the original signed Mortgage Note, unless the Mortgage File contains a signed lost note affidavit and
indemnity with a copy of the Mortgage Note that appears to be regular on its face; (b) the absence from the Mortgage File of the
original signed Mortgage that appears to be regular on its face, unless there is included in the Mortgage File either a copy of
the Mortgage with evidence of recording thereon or a copy of the Mortgage and a certificate from the related Mortgage Loan Seller
stating that the original signed Mortgage was sent for recordation (or certified by the applicable recorder’s office); (c)
the absence from the Mortgage File of the item called for by clause (viii) of the definition of Mortgage File; (d) the
absence from the Mortgage File of any intervening assignments required to create a complete chain of assignments to the Trustee
on behalf of the Trust, unless there is included in the Mortgage File either a copy of the assignment with evidence of recording
thereon or a copy of the intervening assignment and a certificate from the related Mortgage Loan Seller stating that the original
intervening assignments were sent for filing or recordation (or certified by the applicable recorder’s office), as applicable;
(e) the absence from the Mortgage File of any required letter of credit (except as permitted under Section 2.01(b)); or
(f) with respect to any related leasehold Mortgage Loan, the absence from the related Mortgage File of a copy (or an original,
if available) of the related Ground Lease; provided, however, that no Defect (except the Defects previously described
in subclauses (a) through (f) of this Section 2.03(c)) shall be considered to materially and adversely affect
the value of the related Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee or Certificateholders
unless the document with respect to which the Defect exists is required in connection with an imminent enforcement of the mortgagee’s
rights or remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor or third party with respect
to the related Mortgage Loan, establishing the validity or priority of any lien on any collateral securing the related Mortgage
Loan or for any immediate significant servicing obligation; provided, further, that no Defect relating to any Non-Serviced
Mortgage Loan previously described in subclauses (b) through (f) of this Section 2.03(c) shall be considered
to materially and adversely affect the value of such Mortgage Loan, the value of the related Mortgaged Property or the interests
of the Trustee or Certificateholders unless the related Mortgage Loan Seller, after receipt of notice of such Defect, is unable
to produce a copy of the document with respect to which the Defect exists within a reasonable period after receiving such notice
or otherwise establish that the original or copy, as applicable, of such document has been delivered, in compliance with the terms
of the related Non-Serviced PSA, to the custodian under the related Non-Serviced PSA. Notwithstanding the foregoing, the delivery
of executed escrow instructions or a binding commitment to issue a lender’s title insurance policy, as provided in clause
(viii) of the definition of Mortgage File herein, in lieu of the delivery of the actual policy of lender’s title insurance,
shall not be considered a Material Defect with respect to any Mortgage File if such actual policy is delivered to the Custodian
not later than eighteen (18)


 



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


 


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


 


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


 


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


 



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


 


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


 


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


 



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


 


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


 


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


 


(k)         (i)
In the event an Initial Requesting Certificateholder delivers a written request to a party to this Agreement that a Mortgage Loan
be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Defect with respect to such Mortgage
Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”), such party
shall promptly forward that Certificateholder Repurchase Request to the related Mortgage Loan Seller and each other party to this
Agreement. Subject to Section 2.03(l), the


 



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Master
Servicer (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 Enforcing Servicer, as the Enforcing Party, shall be the sole party entitled to enforce the Trust’s rights against
the related Mortgage Loan Seller, subject to the consent or consultation rights of the Directing Holder pursuant to Section
6.08.


 


(l)          (i)
After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (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


 



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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 clearly indicating agreement or dissent with the related Proposed Course of Action and additional
verbiage or qualifying language shall not be taken into consideration for purposes of determining whether the related Certificateholder
agrees or disagrees with the Proposed Course of Action. The Certificate Administrator shall be under no obligation to answer any
questions from Certificateholders regarding such Proposed Course of Action. For the avoidance of doubt, the Certificate Administrator’s
obligations in connection with this Section 2.03(l) shall be limited solely to tabulating Certificateholder responses of
“agree” or “disagree” to the Proposed Course of Action, and such obligation shall not be construed to
impose any enforcement obligation on the Certificate Administrator. The Enforcing Servicer may conclusively rely (without investigation)
on the Certificate Administrator’s tabulation of the majority of the responding Certificateholders.


 


(ii)          If
neither the Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner delivers a Preliminary
Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or Certificate Owner shall
have the right to refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer shall be the sole party
entitled to enforce the Trust’s rights against the related Mortgage Loan Seller, subject to the consent or consultation
rights of the Directing Holder pursuant to Section 6.08.


 



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(iii)         Promptly
and in any event within 10 Business Days following receipt of a Preliminary Dispute Resolution Election Notice from (a) the Initial
Requesting Certificateholder, if any, or (b) any other Certificateholder or Certificate Owner (each of clauses (a) and
(b), a “Requesting Certificateholder”), the Enforcing Servicer will be required to consult with each
Requesting Certificateholder regarding such Requesting Certificateholder’s intention to elect either mediation (including
nonbinding arbitration) or arbitration as the dispute resolution method with respect to the Repurchase Request (the “Dispute
Resolution Consultation”) so that such Requesting Certificateholder may consider the views of the Enforcing Servicer
as to the claims underlying the Repurchase Request and possible dispute resolution methods, such discussions to occur and be completed
no later than 10 Business Days following the Dispute Resolution Cut-off Date. The Enforcing Servicer shall be entitled to establish
procedures the Enforcing Servicer deems in good faith to be in accordance with the Servicing Standard relating to the timing and
extent of such consultations. No later than 5 Business Days after completion of the Dispute Resolution Consultation, a Requesting
Certificateholder may provide a final notice to the Enforcing Servicer indicating its decision to exercise its right to refer
the matter to either mediation or arbitration (“Final Dispute Resolution Election Notice”).


 


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


 


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


 



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(vi)         Notwithstanding
the foregoing, the dispute resolution provisions described above under this Section 2.03(l) 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.


 


(ii)          The
mediator shall be impartial, an attorney and have at least fifteen (15) years of experience in commercial litigation and either
commercial real estate finance or commercial mortgage-backed securitization matters or other complex commercial transactions and
who will be appointed from a list of neutrals maintained by the Mediation Services Provider. Upon being supplied a list of at
least ten potential mediators by the Mediation Services Provider each party will have the right to exercise two peremptory challenges
within fourteen (14) days and to rank the remaining potential mediators in order of preference. The Mediation Services Provider
shall select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent
possible.


 


(iii)         The
parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within 10 Business
Days of the selection of the mediator and to conclude the mediation within 60 days thereafter.


 


(iv)         The
expenses of any mediation will be allocated among the parties to the mediation, including, if applicable, between the Enforcing
Party and Enforcing Servicer, as mutually agreed by the parties as part of the mediation.


 



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(n)         If
the Enforcing Party selects third-party arbitration, the following provisions will apply:


 


(i)           The
arbitration shall be administered by a nationally recognized arbitration services provider selected by the related Mortgage Loan
Seller (such provider, the “Arbitration Services Provider”) in accordance with published arbitration procedures
(the “Arbitration Rules”) promulgated by the Arbitration Services Provider.


 


(ii)          The
arbitrator shall be impartial, an attorney and have at least fifteen (15) years of experience in commercial litigation and either
commercial real estate finance or commercial mortgage-backed securitization matters or other complex commercial transactions and
who will be appointed from a list of neutrals maintained by the Arbitration Services Provider. Upon being supplied a list of at
least ten potential arbitrators by the Arbitration Services Provider each party will have the right to exercise two peremptory
challenges within fourteen (14) days and to rank the remaining potential arbitrators in order of preference. The Arbitration Services
Provider will select the arbitrator from the remaining attorneys on the list respecting the preference choices of the parties
to the extent possible.


 


(iii)         Prior
to accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of
bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)         After
consulting with the parties at an organizational conference held not later than 10 Business Days after its appointment, the arbitrator
shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of
expediting the proceeding and completing the arbitration within 120 days. The arbitrator shall have the authority to schedule,
hear, and determine any and all motions, including dispositive and discovery motions, in accordance with the Federal Rules of
Civil Procedure for non-jury matters (the “Rules”) (including summary judgment and other prehearing and post
hearing motions), and will do so by reasoned decision on the motion of any party to the arbitration.


 


(v)          Notwithstanding
whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration
will be presumptively limited to the following discovery in the arbitration: (A) the parties shall reasonably and in good faith
voluntarily produce to all other parties all documents upon which they intend to rely and all documents they reasonably and in
good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party witness depositions (excluding
Rule 30b-6 witnesses), and (C) expert witness depositions, provided that the arbitrator shall have the ability to grant
the parties, or either of them, additional discovery to the extent that the arbitrator determines good cause is shown that such
additional discovery is reasonable and necessary.


 


(vi)         The
arbitrator shall make its final determination no later than 30 days after the conclusion of the hearings and submission of any
post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related Mortgage


 



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Loan
Purchase Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies not consistent
with those agreements. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration
conducted by them. Interest on any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice
at the Prime Rate. In its final determination, the arbitrator shall determine and award the costs of the arbitration (including
the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and shall award reasonable
attorneys’ fees to the parties to the arbitration as determined by the arbitrator in its reasonable discretion. The determination
of the arbitrator shall be by a reasoned decision in writing and counterpart copies will be promptly delivered to the parties.
The final determination of the arbitrator shall be final and non-appealable, except for actions to confirm or vacate the determination
permitted under federal or state law, and may be enforced in any court of competent jurisdiction.


 


(vii)         By
selecting arbitration, the selecting party is giving up the right to sue in court, including the right to a trial by jury.


 


(viii)        No
person may bring a putative or certificated class action to arbitration.


 


(o)          The
following provisions will apply to both mediation and third-party arbitration:


 


(i)           Any
mediation or arbitration will be held in New York, New York unless another location is agreed by all parties;


 


(ii)          If
the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating
to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, then
any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending the
final decision of the arbitration panel, solely by application in the Southern District of New York if such court shall have subject
matter jurisdiction, or if the Southern District of New York has no jurisdiction, then in the Supreme Court of the State of New
York for the County of New York. The arbitration proceedings shall not be stayed unless so ordered by the court.


 


(iii)         The
details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted under
this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in the course
of the parties’ attempt to informally resolve any Repurchase Request, will be confidential, privileged and inadmissible
for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding
under this Section 2.03). Such information will be kept strictly confidential and 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


 



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regulatory
body) for such confidential information, the recipient shall promptly notify the other party to the resolution procedure and shall
provide the other party with a reasonable opportunity to object to the production of its confidential information.


 


(iv)         In
the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may
be, shall be required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a party to
any arbitration or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing
Party; provided that the degree and extent to which the Enforcing Servicer actively prepares for and participates in such
proceeding shall be determined by such Enforcing Servicer in consultation with the Directing Holder (provided that no Consultation
Termination Event has occurred and is continuing and an Excluded Loan is not involved), and in accordance with the Servicing Standard.
All amounts recovered by the Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its behalf, and deposited
in the Collection Account. The agreement with the arbitrator or mediator, as the case may be, shall provide that in the event
a Requesting Certificateholder is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision
or the agreement reached in mediation, neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible
for any such costs and expenses allocated to the Requesting Certificateholder.


 


(v)          In
the event a Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder is required to pay any expenses
allocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear in the
mediation proceedings.


 


(vi)          The
Trust (or the Enforcing Servicer or the Trustee, acting on its behalf), the Depositor or any Mortgage Loan Seller shall be permitted
to redact any personally identifiable customer information included in any information provided for purposes of any mediation
or arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to the Repurchase
Request and the dispute resolution identified in connection with such procedures; provided, however, that the Certificateholders
shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided in Section 5.06.


 


(vii)         For
the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase Request
to mediation or arbitration affect in any manner the ability of the Enforcing Servicer to perform its obligations with respect
to a Mortgage Loan or the exercise of any rights of a Directing Certificateholder.


 


(viii)        In
the event that the method of dispute resolution selected is unsuccessful, the Requesting Certificateholder may not elect to then
utilize the alternative method.


 


(ix)         Any
out-of-pocket expenses required to be borne by the Enforcing Servicer in a mediation or arbitration shall be reimbursable as trust
fund expenses.


 



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Section
2.04     Execution of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee
hereby acknowledges the assignment to it of the Mortgage Loans, 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 Lower-Tier REMIC and the
Grantor Trust. Concurrently with such assignment and delivery, (i) in exchange for the Mortgage Loans (other than Excess
Interest) and the other assets comprising the Lower-Tier REMIC, receipt of which is hereby acknowledged, the Trustee
acknowledges the issuance of the Lower-Tier Regular Interests and the Class LR Interest to the Depositor; (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 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.


 


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-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 Percentage Interest), the Class V1-F Certificates (to
the extent of the Class V1-F Percentage Interest) and the Class V2-A Certificates (to the extent of the Class V2-A Percentage
Interest). The Trustee (i) acknowledges the assignment to it of the Regular Interests, (ii) declares that it holds and will hold
such Regular Interests in trust for the exclusive use and benefit of all present and future Holders of the Certificates (other
than the Class R and Class Z Certificates) and (iii) has caused the Certificate Administrator to execute, and has caused the Authenticating
Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for the Regular Interests, and the Depositor
hereby acknowledges the receipt by it or its designees of the Certificates (other than the Class R and Class Z Certificates) in
authorized Denominations.


 


Section
2.05     Creation of the Grantor Trust.  The Certificates (other
than the Class R Certificates) are hereby designated as undivided beneficial interests in their respective portions of the Trust
Fund consisting of their interests in the related Specific Grantor Trust Assets, which portions shall be treated as a grantor
trust within the meaning of subpart E, part I of subchapter J of the Code.


 


[End of ARTICLE II]


  



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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
(as holder of the Lower-Tier Regular Interests) and the Trustee, in each case, as a collective whole, taking into account the
subordinate or pari passu nature
of such Companion Loans, as the case may be (as determined by the Master Servicer or the Special Servicer, as the case may be,
in its reasonable judgment), in accordance with applicable law, the terms of this Agreement (and, with respect to each Serviced
Whole Loan or any Mortgage Loan with related mezzanine debt, the related Intercreditor Agreement) and the terms of the respective
Mortgage Loans and, if applicable, the related Companion Loan, taking into account the subordinate or pari
passu nature of the Companion Loan, as the case may be. With respect to each Serviced Whole
Loan, in the event of a conflict between this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement
shall control; provided that in no event shall the Master Servicer or the Special Servicer, as the case may be, take any
action or omit to take any action in accordance with the terms of any Intercreditor Agreement that would cause the Master Servicer
or the Special Servicer, as the case may be, to violate the Servicing Standard or the REMIC Provisions. To the extent consistent
with the foregoing, the Master Servicer and the Special Servicer shall service the Mortgage Loans (other than any Non-Serviced
Mortgage Loan) and the Serviced Companion Loans 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


 






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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 or make a Loss of Value Payment with respect to a Mortgage Loan as a Mortgage
Loan Seller (if the Master Servicer or the Special Servicer or any of their respective Affiliates is a Mortgage Loan Seller) (the
foregoing, collectively referred to as the “Servicing Standard”).


 


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


 


Without
limiting the foregoing, subject to Section 3.19, the Special Servicer shall be obligated to service and administer (i)
any Mortgage Loans (other than the Non-Serviced Mortgage Loans, except in the case of Section 2.03(f) and Section 2.03(k)
through Section 2.03(o)), any related Serviced Companion Loans as to which a Servicing Transfer Event has occurred
and is continuing (each, a “Specially Serviced Loan”) or as otherwise provided herein with respect to Non-Specially
Serviced Loans in connection with any Major Decision and (ii) any REO Properties (other than the Non-Serviced Mortgaged Properties);
provided that the Master Servicer shall continue to receive payments and make all calculations, and prepare, or cause to
be prepared, all reports, required hereunder with respect to the Specially Serviced Loans, except for the reports specified herein
as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and
the related REO Loans) as if no REO Acquisition had occurred, and to render such services with respect to such Specially Serviced
Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Master
Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure of the Special
Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special Servicer
to otherwise comply with its obligations hereunder. The Master Servicer, in its capacity as Master Servicer, will not have any
responsibility for the performance by the Special Servicer, in its capacity as Special Servicer, of its duties under this Agreement.
The Special Servicer, in


 






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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 (i) the processing of any Major Decision or Special Servicer Decision by the Special Servicer
in accordance with the terms of this Agreement and (ii) Section 3.19, the Master Servicer shall be obligated to service
and administer any Non-Specially Serviced Loan or any related Serviced Companion Loan. The Special Servicer shall make the property
inspections, use its reasonable efforts to collect the financial statements, budgets, operating statements and rent rolls and
forward to the Master Servicer the reports in respect of the related Mortgaged Properties with respect to Specially Serviced Loans
in accordance with Section 3.12. After notification to the Master Servicer, the Special Servicer may contact the Mortgagor
of any Non-Specially Serviced Loan if efforts by the Master Servicer to collect required financial information have been unsuccessful
or any other issues remain unresolved. Such contact shall be coordinated through and with the cooperation of the Master Servicer.
No provision herein contained shall be construed as an express or implied guarantee by the Master Servicer or the Special Servicer
of the collectability or recoverability of payments on the Mortgage Loans or any related Serviced Companion Loan or shall be construed
to impair or adversely affect any rights or benefits provided by this Agreement to the Master Servicer or the Special Servicer
(including with respect to Servicing Fees, Special Servicing Fees or the right to be reimbursed for Advances and interest accrued
thereon). Any provision in this Agreement for any Advance by the Master Servicer or the Trustee is intended solely to provide
liquidity for the benefit of the Certificateholders and not as credit support or otherwise to impose on any such Person the risk
of loss with respect to one or more of the Mortgage Loans or any related Serviced Companion Loans. No provision hereof shall be
construed to impose liability on the Master Servicer or the Special Servicer for the reason that any recovery to the Certificateholders
in respect of a Mortgage Loan at any time after a determination of present value recovery is less than the amount reflected in
such determination.


 


(b)       Subject
only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08) and of the
respective Mortgage Loans or any related Serviced Companion Loans and any related Intercreditor Agreement, if applicable, and
applicable law, the Master Servicer and the Special Servicer each shall have full power and authority, acting alone or, in the
case of the Master Servicer, subject to Section 3.20, through one or more Sub-Servicers, to do or cause to be done any
and all things in connection with such servicing and administration for which it is responsible which it may deem necessary or
desirable. Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own
name (or in the name of the Trustee and, if applicable, the related Serviced Companion Noteholder), is hereby authorized and empowered
by the Trustee to execute and deliver, on behalf of the Certificateholders (and, with respect to a Serviced Companion Loan, the
related Serviced Companion Noteholder) and the Trustee or any of them, with respect to each Mortgage Loan, any related Serviced
Companion Loan, it is obligated to service under this Agreement: (i) any and all financing statements, continuation statements
and other documents or instruments necessary to maintain the lien created by the related Mortgage or other security document in
the related Mortgage File on the related Mortgaged Property and related collateral, and shall, from time to time, execute and/or
deliver such financing statements, continuation statements and other documents or instruments as necessary to maintain the lien


 






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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 contrary, the Master Servicer or the Special Servicer, as the case may be, shall
not, without the Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s
name without indicating the Master Servicer’s or the Special Servicer’s, as the case may be, representative capacity
(unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and
if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or the Special Servicer,
as applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action,
suit or proceeding (or such shorter time period as is reasonably required in the judgment of the Master Servicer or the Special
Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and
shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s or the Special Servicer’s,
as applicable, representative capacity)) or (ii) take any action with the intent to cause, and that actually causes, the Trustee
to be required to be registered to do business in any state.


 


(c)       To
the extent the Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion Loan documents
(including any related Intercreditor Agreement) to exercise its discretion with respect to any action that requires Rating Agency
Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in
the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if
any) (provided that such rating agency confirmation may be considered 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


 






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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.


 


(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


 






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costs
and expenses as and to the extent required under the applicable Mortgage Loan Purchase Agreement. If the Mortgage Loan documents
require the related Mortgagor to pay any costs and expenses relating to any modifications to the related letter of credit, and
such Mortgagor fails to pay such costs and expenses after the Master Servicer has exercised reasonable efforts to collect such
costs and expenses from such Mortgagor, then the Master Servicer shall give the applicable Mortgage Loan Seller notice of such
failure and the amount of costs and expenses, and such Mortgage Loan Seller shall pay such costs and expenses as and to the extent
required under the applicable Mortgage Loan Purchase Agreement. The costs and expenses of any modifications to Ground Leases shall
be paid by the related Mortgagor. Neither the Master Servicer nor the Special Servicer shall have any liability for the failure
of any Mortgage Loan Seller to perform its obligations under the related Mortgage Loan Purchase Agreement.


 


(g)       Notwithstanding
anything herein to the contrary, in no event shall the Master Servicer (or the Trustee, as applicable) make an Advance with respect
to any Companion Loan to the extent the related Serviced Mortgage Loan has been paid in full or is no longer included in the Trust
Fund.


 


(h)       Servicing
and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related Intercreditor Agreement
for so long as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust Fund or for such longer
period as any amounts payable by the related Companion Holder to or for the benefit of the Trust or any party hereto, or payable
to the related Companion Holder, in accordance with the related Intercreditor Agreement remain due and owing.


 


(i)        The
Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan or Serviced Whole
Loan, that is subject to or becomes subject to an Intercreditor Agreement in the future, it shall, subject to Section 3.19,
use commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the extent the
Special Servicer determines such action is in the best interests of the Trust, all rights conveyed to the Trustee pursuant to
any such Intercreditor Agreement. The costs and expenses incurred by the Special Servicer in connection with such enforcement
shall be paid as a Trust Fund expense or, subject to the terms of the applicable Intercreditor Agreement, (i) with respect to
any Serviced Pari Passu Whole Loan, pro rata
and pari passu,
by the Trust and Serviced Pari Passu Companion Loan, in accordance with the respective outstanding principal balances of the related
Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan or (ii) with respect to any Serviced AB Whole Loan, first,
by the related AB Subordinate Companion Loan and then,
pro rata and pari
passu, by the Trust and Serviced Pari Passu Companion Loan, in accordance with the respective
outstanding principal balances of the related Mortgage Loan and Serviced Pari Passu Companion Loan.


 


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


 






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provided
that, other than pursuant to Section 6.04 (and, with respect to Section 6.04, solely with respect to claims,
losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees
and expenses incurred in connection with a legal claim or action resulting from an action or inaction taken or not taken while
the related Serviced Mortgage Loan was part of the Trust Fund), no costs, expenses, losses or fees accruing with respect to such
Serviced Whole Loan on and after the date the related Serviced Mortgage Loan is no longer part of the Trust Fund shall be payable
out of the Trust Fund and the Master Servicer shall have no obligation to make any Advance on or after the date such Serviced
Mortgage Loan ceases to be part of the Trust Fund; provided, however, that if, in the case of any Serviced Whole
Loan, the related Serviced Companion Loan continues to be included in an Other Securitization, then for so long as a separate
servicing agreement (pursuant to the related Intercreditor Agreement) has not been entered into, the Master Servicer shall inform
the related Other Servicer of any need to make Servicing Advances with respect to a Serviced Whole Loan within three (3) Business
Days of determining that such an Advance is necessary or being notified that such an Advance is necessary, or in the case of a
Servicing Advance that needs to be made on an emergency or urgent basis, within one (1) Business Day. With respect to Servicing
Advances made by any Other Servicer as contemplated in the second proviso to the preceding sentence, the Master Servicer shall,
from collections on the related Serviced Whole Loan (but never out of general collections on the Mortgage Loans and REO Properties)
received by the Master Servicer, reimburse the Other Servicer for such Servicing Advances in the same manner and on the same level
of priority as if such Servicing Advances had been made by the Master Servicer hereunder.


 


(k)       Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s
obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect
to a Non-Serviced Mortgage Loan are limited by and subject to the terms of the related Non-Serviced Intercreditor Agreement and
the rights of the related Non-Serviced Master Servicer and Non-Serviced Special Servicer with respect thereto under the related
Non-Serviced PSA. The Master Servicer (or, with respect to any Specially Serviced Loan, the Special Servicer) shall use reasonable
efforts consistent with the Servicing Standards to enforce the rights of the Trustee (as holder of a Non-Serviced Mortgage Loan)
under the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA.


 


(l)         The
parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related Non-Serviced
Intercreditor Agreement and further acknowledge that, pursuant to the related Non-Serviced Intercreditor Agreement, (i) the related
Non-Serviced Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer and Non-Serviced Special
Servicer in accordance with the related Non-Serviced PSA, and (ii) in the event that (A) the related Non-Serviced Companion Loan
is no longer part of the Trust Fund created by the related Non-Serviced PSA and (B) the related Non-Serviced Mortgage Loan is
included in the Trust Fund, then, as set forth in the related Non-Serviced Intercreditor Agreement, the related Non-Serviced Whole
Loan shall continue to be serviced in accordance with the related Non-Serviced PSA, until such time as a new servicing agreement
has been agreed to by the parties to the related Non-Serviced Intercreditor Agreement in accordance with the provisions of such
agreement and confirmation has been obtained from the Rating Agencies that such new servicing agreement would not result in a
downgrade,


 






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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.


 


Section
3.02 Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall use reasonable
efforts consistent with the Servicing Standard to collect all payments called for under the terms and provisions of the Mortgage
Loans and the Companion Loans it is obligated to service hereunder, and shall follow such collection procedures as are consistent
with this Agreement (including, without limitation, the Servicing Standard); provided that with respect to each Mortgage
Loan that has an Anticipated Repayment Date, so long as the related Mortgagor is in compliance with each provision of the related
Mortgage Loan documents, the Master Servicer and the Special Servicer shall not take any enforcement action with respect to the
failure of the related Mortgagor to make any payment of Excess Interest, other than requests for collection, until the Maturity
Date of the related Mortgage Loan or until the outstanding principal balance of such Mortgage Loan (exclusive of any portion representing
accrued Excess Interest) has been paid in full); provided, further, that the Master Servicer or the Special Servicer,
as the case may be, may take action to enforce the Trust’s right to apply excess cash flow to principal in accordance with
the terms of the Mortgage Loan documents. The Master Servicer or the Special Servicer, as applicable, may in its discretion waive
any Penalty Charge in connection with any delinquent payment on a Mortgage Loan and Companion Loan that it is obligated to service
hereunder.


 


(b)       (i)
All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and owing under
the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the express provisions
of the Mortgage Loan documents; provided, however, that absent express provisions in the related Mortgage Loan documents
(including any related Intercreditor Agreement) or to the extent otherwise agreed to by the related Mortgagor in connection with
the workout of a


 






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Mortgage
Loan, all amounts collected by or on behalf of the Trust in respect of a Mortgage Loan in the form of payments from the related
Mortgagor, Liquidation Proceeds or Insurance and Condemnation Proceeds under the Mortgage Loan (in the case of each Serviced Whole
Loan, exclusive of amounts payable to any applicable Companion Loan pursuant to the terms of the related Intercreditor Agreement)
shall be applied in the following order of priority:


 


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


 


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


 


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


 


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


 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of the
reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related
Appraisal Reduction Amounts, plus (B) any unpaid interest (exclusive of Default Interest and Excess Interest) that accrued at
the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral
Deficiency Amount in effect from time to time and as to which no P&I Advance was made (to the extent collections 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;


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(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:


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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and
Operating Advisor Consulting Fees are due and owing, first,
allocated to consent fees and then,
allocated to Operating Advisor Consulting Fees); and


 


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


 


provided
that if a Non-Serviced Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes
an REO Loan, the treatment of the foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject to the
terms of the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA, in that order; provided, further,
that with respect to each Mortgage Loan related to a Serviced Whole Loan, amounts collected with respect to the related
Serviced Whole Loan shall be allocated first pursuant to the terms of the related Intercreditor Agreement and then, any
amounts allocated to the related Serviced Mortgage Loan shall be subject to application as described above.


 


(iii)     Notwithstanding
clauses (i) and (ii) above, such provisions shall not be deemed to affect the priority of distributions of payments
pursuant to the provisions of this Agreement. To the extent that such amounts are paid by a party other than a Mortgagor, such
amounts shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged Property (in the case of Insurance
and Condemnation Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the Mortgage Loan or Companion Loan, as
applicable, in accordance with Section 3.02(b)(ii) above.


 


(c)       To
the extent consistent with the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan, the related Serviced
Companion Loan and the related Intercreditor Agreement) and applicable law, the Master Servicer shall apply all Insurance and
Condemnation Proceeds it receives on a day other than the Due Date to amounts due and owing under the related Mortgage Loan or
Companion Loan as if such Insurance and Condemnation Proceeds were received on the Due Date immediately succeeding the month in
which Insurance and Condemnation Proceeds were received and otherwise in accordance with Section 3.02(b)(ii) above.


 


(d)       In
the event that the Master Servicer or the Special Servicer receives Excess Interest prior to the Determination Date for any Collection
Period, or receives notice from the related Mortgagor that the Master Servicer or the Special Servicer will be receiving Excess
Interest prior to the Determination Date for any Collection Period, the Master Servicer or the Special Servicer, as the case may
be, shall notify the Trustee and Certificate Administrator two (2) Business Days prior to the related Distribution Date in the
CREFC® Loan Periodic Update File. None of the Master Servicer, the Special Servicer, the Certificate Administrator
or 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


 






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credit
and proceeds thereof as additional collateral and not apply such items to reduce the principal balance of such Mortgage Loan or
Serviced Companion Loan, unless otherwise required to do so pursuant to the applicable Mortgage Loan documents, applicable law
or court order.


 


(f)       Promptly
following the Closing Date, in the case of any Non-Serviced Whole Loan, the Certificate Administrator shall send written notice
(in the form attached hereto as Exhibit T) to the related Non-Serviced Master Servicer (with a copy to any other applicable
party set forth on the schedule of addresses to Exhibit T) stating that, as of such date, the Trustee is the holder of
the related Non-Serviced Mortgage Loan and directing such Non-Serviced Master Servicer to remit to the Master Servicer all amounts
payable to, and to forward, deliver or otherwise make available, as the case may be, to the Master Servicer all reports, statements,
documents, communications and other information that are to be forwarded, delivered or otherwise made available to, the holder
of such Non-Serviced Mortgage Loan under the related Non-Serviced Intercreditor Agreement and the related Non-Serviced PSA. The
Master Servicer shall, within two (2) Business Days of receipt of properly identified funds, deposit into the Collection Account
all amounts received with respect to the related Non-Serviced Mortgage Loan, the related Non-Serviced Mortgaged Property or any
related REO Property.


 


Section
3.03 Collection of Taxes, Assessments and Similar Items; Servicing Accounts. (a) The Master Servicer shall establish and
maintain one or more accounts (the “Servicing Accounts”), into which all Escrow Payments shall be deposited
and retained, and shall administer such Servicing Accounts in accordance with the Mortgage Loan documents and, if applicable,
the Companion Loan documents, as the case may be. Any Servicing Account related to a Serviced Whole Loan shall be held for the
benefit of the Certificateholders and the related Serviced Companion Noteholder collectively, but this shall not be construed
to modify respective interests of either noteholder therein as set forth in the related Intercreditor Agreement. Amounts on deposit
in Servicing Accounts may only be invested in accordance with the terms of the related Mortgage Loan documents and Companion Loan
documents, as applicable, or in Permitted Investments in accordance with the provisions of Section 3.06. Servicing Accounts
shall be Eligible Accounts to the extent permitted by the terms of the related Mortgage Loan documents. Withdrawals of amounts
so deposited from a Servicing Account may be made only to: (i) effect payment of items for which Escrow Payments were collected
and comparable items; (ii) reimburse the Trustee and then the Master Servicer, if applicable, for any Servicing Advances; (iii)
refund to Mortgagors any sums as may be determined to be overages; (iv) pay interest to Mortgagors on balances in the Servicing
Account, if required by applicable law or the terms of the related Mortgage Loan or Companion Loan and 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


 






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the
related Mortgage Loan documents and applicable law, the Master Servicer may charge the related Mortgagor an administrative fee
for maintenance of the Servicing Accounts.


 


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


 


(c)       In
accordance with the Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loans) and each Serviced
Whole Loan, the Master 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


 






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penalty
or interest would accrue in respect of such taxes or assessments. The Special Servicer shall give the Master Servicer and the
Trustee no less than five (5) Business Days’ written (facsimile or electronic) notice before the date on which the Master
Servicer is requested to make any Servicing Advance with respect to a given Specially Serviced Loan or REO Property; provided,
however, that only two (2) Business Days’ written (facsimile or electronic) notice shall be required in respect of
Servicing Advances required to be made on an emergency or urgent basis provided, further, that the Special Servicer
shall not be entitled to make such a request (other than for Servicing Advances required to be made on an urgent or emergency
basis) more frequently than once per calendar month (although such request may relate to more than one Servicing Advance). The
Master Servicer may pay the aggregate amount of such Servicing Advances listed on a monthly request to the Special Servicer, in
which case the Special Servicer shall remit such Servicing Advances to the ultimate payees. The Special Servicer shall have no
obligation to make any Servicing Advances; provided that in an urgent or emergency situation requiring the making of a
Servicing Advance, the Special Servicer may make a Servicing Advance. Within five (5) Business Days of making such a Servicing
Advance, the Special Servicer shall deliver to the Master Servicer request for reimbursement for such Servicing Advance, along
with all information and documentation in the Special Servicer’s possession regarding the subject Servicing Advance as the
Master Servicer may reasonably request, and the Master Servicer shall be obligated, out of such Master Servicer’s own funds,
to reimburse the Special Servicer for any unreimbursed Servicing Advances (other than Nonrecoverable Servicing Advances) made
by the Special Servicer pursuant to the terms hereof), together with interest thereon at the Reimbursement Rate from the date
made to, but not including, the date of reimbursement. Such reimbursement and any accompanying payment of interest shall be made
within five (5) Business Days of the written request therefor pursuant to the preceding sentence by wire transfer of immediately
available funds to an account designated in writing by the Special Servicer. Upon the Master Servicer’s reimbursement to
the Special Servicer of any Servicing Advance and payment to the Special Servicer of interest thereon, all in accordance with
this Section 3.03, the Master Servicer shall for all purposes of this Agreement be deemed to have made such Servicing Advance
at the same time as the Special Servicer actually made such Servicing Advance, and accordingly, the Master Servicer shall be entitled
to be reimbursed for such Servicing Advance, together with interest thereon at the Reimbursement Rate, at the same time, in the
same manner and to the same extent as the Master Servicer would otherwise have been entitled if it had actually made such Servicing
Advance at the time the Special Servicer did. Notwithstanding the foregoing provisions of this Section 3.03, the Master
Servicer shall not be required to reimburse the Special Servicer for any such Servicing Advance if the Master Servicer determines
in accordance with the Servicing Standard that such Servicing Advance, although not 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


 






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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 and such non-recoverability determination shall be binding upon the Master
Servicer. Notwithstanding anything to the contrary in this Agreement, in the absence of any determination by the Special Servicer
that a 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 permitted to make its own determination that any such Servicing Advance is a Nonrecoverable
Advance. If the Special Servicer makes a determination that only a portion of, and not all of, any previously made or proposed
Servicing Advance is a Nonrecoverable Advance, the Master Servicer shall have the right to make its own subsequent determination
that any remaining portion of any such previously made or proposed Servicing Advance is a Nonrecoverable Advance. All such Advances
shall be reimbursable in the first instance from related collections from the Mortgagors and further as provided in Section
3.05(a). No costs incurred by the Master Servicer or the Special Servicer in effecting the payment of real estate taxes, assessments
and, if applicable, ground rents on or in respect of the Mortgaged Properties shall, for purposes hereof, including, without limitation,
the Certificate Administrator’s calculation of monthly distributions to Certificateholders, be added to the unpaid principal
balances of the related Mortgage Loans or any related Serviced Companion Loan, if applicable, notwithstanding that the terms of
such Mortgage Loans or related Serviced Companion Loan, if applicable, so permit. If the Master Servicer fails to make any required
Servicing Advance as and when due (including any applicable cure periods), to the extent the Trustee has actual knowledge of such
failure, the Trustee shall make such Servicing Advance pursuant to Section 7.05. Notwithstanding anything herein to the
contrary, no Servicing Advance shall be required hereunder if such Servicing Advance would, if made, constitute a Nonrecoverable
Servicing Advance. In addition, the Master Servicer shall consider Unliquidated Advances in respect of prior Servicing Advances
for purposes of nonrecoverability determinations. The Special Servicer shall have no obligation to make any Servicing Advances
under this Agreement.


 


Notwithstanding
the foregoing provisions of this Section 3.03(c), the Master Servicer shall not be required to reimburse the Special Servicer
out of its own funds for, or to make at the direction of the Special Servicer, any Servicing Advance if the Master Servicer determines
that such Servicing Advance, although not characterized by the Special Servicer as a Nonrecoverable Servicing Advance, is a Nonrecoverable
Servicing Advance. The Master Servicer shall notify the Special Servicer in writing of such determination and, if applicable,
such Nonrecoverable Servicing Advance shall be reimbursed to the Special Servicer pursuant to Section 3.05(a).


 


Notwithstanding
anything to the contrary contained in this Section 3.03(c), the Master Servicer may in its good faith judgment elect (but
shall not be required unless directed by the Special Servicer with respect to Specially Serviced Loans and REO Loans) to make
a payment from amounts on deposit in the Collection Account (or any Companion Distribution Account maintained as a subaccount
thereof by a Companion Paying Agent, if applicable) (which shall be deemed first
made from amounts distributable as principal and then
from all other amounts comprising general collections) to pay for certain expenses set forth
below notwithstanding that the Master Servicer (or the Special Servicer, as applicable) has determined that a Servicing Advance
with respect to such expenditure would be a Nonrecoverable Servicing


 






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Advance
(unless, with respect to Specially Serviced Loans or REO Loans, the Special Servicer has notified the Master Servicer to not make
such expenditure), where making such expenditure would prevent (i) the related Mortgaged Property from being uninsured or being
sold at a tax sale or (ii) any event that would cause a loss of the priority of the lien of the related Mortgage, or the loss
of any security for the related Mortgage Loan or Serviced Companion Loan; provided that in each instance, the Master Servicer
or the Special Servicer, as applicable, determines in accordance with the Servicing Standard (as evidenced by an Officer’s
Certificate delivered to the Trustee) that making such expenditure is in the best interest of the Certificateholders (and, if
applicable, the Companion Holders), all as a collective whole (taking into account the subordinate or pari
passu nature of any Companion Loans, as the case may be). The Master Servicer or Trustee may
elect to obtain reimbursement of Nonrecoverable Servicing Advances from the Trust pursuant to the terms of Section 3.17(c).
The parties acknowledge that pursuant to the applicable Non-Serviced PSA, the applicable Non-Serviced Master Servicer is obligated
to make servicing advances with respect to the related Non-Serviced Whole Loan. The applicable Non-Serviced Master Servicer shall
be entitled to reimbursement for Nonrecoverable Servicing Advances with respect to such Non-Serviced Whole Loan (with, in each
case, any accrued and unpaid interest thereon provided for under the applicable Non-Serviced PSA) in the manner set forth in the
applicable Non-Serviced PSA and the applicable Non-Serviced Intercreditor Agreement.


 


(d)       In
connection with its recovery of any Servicing Advance out of the Collection Account (or any Companion Distribution Account maintained
as a subaccount thereof by the Companion Paying Agent, if applicable) pursuant to Section 3.05(a), the Trustee, the Special
Servicer and then the Master Servicer, as the case may be and in that order, shall be entitled to receive, out of any amounts
then on deposit in the Collection Account interest at the Reimbursement Rate in effect from time to time, accrued on the amount
of such Servicing Advance from the date made to, but not including, the date of reimbursement. Subject to Section 3.17(c),
the Master Servicer shall reimburse itself, the Special Servicer or the Trustee, as the case may be, for any outstanding Servicing
Advance as soon as practically possible after funds available for such purpose are deposited in the Collection Account (or any
Companion Distribution Account maintained as a subaccount thereof by the Companion Paying Agent, if applicable) subject to the
Master Servicer’s or the Trustee’s options and rights to defer recovery of such amounts as provided herein; provided,
however, that such Master Servicer’s or Trustee’s options and rights to defer recovery of such amounts shall
not alter the Master Servicer’s obligation to reimburse the Special Servicer for any outstanding Servicing Advance as provided
for in this sentence. To the extent amounts on deposit in the Companion Distribution Account with respect to the related Companion
Loan are insufficient for any such reimbursement, the Master Servicer shall use reasonable efforts in accordance with the Servicing
Standard to enforce 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


 






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


 


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


 


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


 


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


 


(iv)            all
Insurance and Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale Proceeds or Non-Serviced Gain-on-Sale Proceeds)
received in respect of any Mortgage Loan, Serviced Companion Loan or REO Property (other than (A) 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


 






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securitization)
together with any recovery of Unliquidated Advances in respect of the related Mortgage Loans;


 


(v)            any
amounts required to be transferred from the REO Account pursuant to Section 3.14(c);


 


(vi)           any
amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred with
respect to Permitted Investments of funds held in the Collection Account; and


 


(vii)          any
amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b) in connection
with losses resulting from a deductible clause in a blanket hazard or master single interest policy.


 


Notwithstanding
the foregoing requirements, the Master Servicer need not deposit into the Collection Account any amount that the Master Servicer
would be authorized to withdraw immediately from such account in accordance with the terms of Section 3.05 and shall be
entitled to instead immediately pay such amount directly to the Person(s) entitled thereto; provided that such amounts
shall be applied in accordance with the terms hereof and shall be reported as if deposited in such Collection Account and then
withdrawn.


 


The
foregoing requirements for deposit in the Collection Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary
statements or demands, assumption fees, modification fees, extension fees, defeasance fees, amounts collected for Mortgagor checks
returned for insufficient funds or other amounts the Master Servicer or the Special Servicer would be entitled to retain as additional
servicing compensation need not be deposited by the Master Servicer in the Collection Account. If the Master Servicer shall deposit
in the Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection
Account, any provision herein to the contrary notwithstanding. Assumption, extension and modification fees actually received from
Mortgagors on Specially Serviced Loans shall be promptly delivered to the Special Servicer as additional servicing compensation.


 


Upon
receipt of any of the foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced
Loans, the Special Servicer shall remit within one (1) Business Day such amounts to the Master Servicer for deposit into the Collection
Account, in accordance with this Section 3.04(a). Any such amounts received by the Special Servicer with respect to an
REO Property shall be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into
the Collection Account, pursuant to Section 3.14(c). With respect to any such amounts paid by check to the order of the
Special Servicer, the Special Servicer shall endorse without recourse or warranty such check to the order of the Master Servicer
and shall promptly deliver any such check to the Master Servicer by overnight courier. Funds in the Collection Account may only
be invested in Permitted Investments in accordance with the provisions of Section 3.06. As of the Closing Date, the Collection
Account for the Master Servicer shall be located at the offices of KeyBank National Association. The Master Servicer shall give
notice to the Trustee, the Special Servicer, the


 






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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), and (iv) the Excess Interest Distribution
Account in trust for the benefit of the Holders of the Class V1-Z, Class V2-Z and Class Z Certificates. The Master Servicer shall
deliver to the Certificate Administrator each month on or before the P&I Advance Date therein, for deposit (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 Accounts, the Interest Reserve
Account and the Excess Interest Distribution Account shall remain uninvested.


 


With
respect to each Companion Loan (excluding any Non-Serviced Companion Loan), the Companion Paying Agent shall establish and maintain
the Companion Distribution Account, which may be a subaccount of the Collection Account, for distributions to each Companion Holder,
to be held for the benefit of the related Companion Holder and shall, within two (2) Business Days following the Companion Paying
Agent’s receipt of properly identified and available funds, deposit in the Companion Distribution Account any and all amounts
received by the Companion Paying Agent that are required by the terms of this Agreement or the applicable Intercreditor Agreement
to be deposited therein; provided, however, that the Companion Paying Agent shall separately track for each Serviced
Companion Loan all amounts deposited with respect to such Serviced Companion Loan. The Master Servicer shall deliver to the Companion
Paying Agent each month, on or before the P&I Advance Date therein, for deposit in the Companion Distribution Account, an
aggregate amount of immediately available funds, to the extent received with respect to the related Serviced Whole Loan, to the
extent of available funds, equal to the amount to be distributed to the related Companion Holder pursuant to the terms of this
Agreement and the related Intercreditor Agreement. Notwithstanding the preceding, the following provisions shall apply to remittances
relating to the Serviced Companion Loans that have been deposited into an Other Securitization: (1) on each Serviced Whole Loan
Remittance Date, the Master Servicer shall withdraw from the Collection Account (or applicable
portion thereof) an aggregate amount equal to all payments and/or collections actually received on, and payable to, such Serviced
Companion Loans prior to such dates; provided, however, that in no event shall the Master Servicer be required to
transfer to the Companion Distribution Account any portion thereof that is payable or reimbursable to or at the direction of any
party to this Agreement under the other provisions of this Agreement and/or the related Intercreditor Agreement; and (2) on each
Serviced Whole Loan Remittance Date, the





 






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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. In addition, with respect to any amounts that represent Late Collections
on a Companion Loan for which a P&I Advance has already been paid by a master servicer or trustee under any Other Pooling
and Servicing Agreement, the Master Servicer shall remit such Late Collections to such master servicer or trustee under such Other
Pooling and Servicing Agreement, as applicable, within two Business Days of receipt of properly identified funds.


 


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


 


In
addition to the amounts required to be deposited in the Lower-Tier REMIC Distribution Account pursuant to this Section 3.04,
the Master Servicer shall, as and when required hereunder, deliver to the Certificate Administrator for deposit in the Lower-Tier
REMIC Distribution Account:


 


(i)             any
amounts required to be deposited by the Master Servicer pursuant to Section 3.17(a) as Compensating Interest Payments (other
than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) in connection with Prepayment
Interest Shortfalls;


 


(ii)            any
P&I Advances required to be made by the Master Servicer in accordance with Section 4.03;


 


(iii)           any
Liquidation Proceeds paid by the Master Servicer, the Special Servicer, the Holders of the Controlling Class or the Holders of
the Class R Certificates in connection with the purchase of all of the Mortgage Loans and any REO Properties in the Trust Fund
pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the Collection Account pursuant
to Section 9.01);


 


(iv)           any
Yield Maintenance Charges with respect to the Mortgage Loans actually collected; and


 


(v)            any
other amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account pursuant to any provision of
this Agreement.


 


If,
as of the close of business (New York City time) on any P&I Advance Date or on such other date as any amount referred to in
the foregoing clauses (i) through (v) or any Excess Interest are required to be delivered hereunder, the Master
Servicer shall not have delivered to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account, 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


 






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(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, any and all amounts received
by the Certificate Administrator that are required by the terms of this Agreement to be deposited therein.


 


Promptly
on each Distribution Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account
and deposit in the Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier
Distribution Amount and the amount of any Yield Maintenance Charges for such Distribution Date allocated in payment of the Lower-Tier
Regular Interests as specified in Section 4.01(c) and Section 4.01(d), respectively.


 


Funds
on deposit in the Gain-on-Sale Reserve Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier
REMIC Distribution Account or the Lower-Tier REMIC Distribution Account shall not be invested for so long as Wells Fargo Bank,
National Association is the Certificate Administrator; provided, however, that such funds may be invested and, if
invested, shall be invested by, and at the risk of, the Certificate Administrator (but only if the Certificate Administrator is
not Wells Fargo Bank, National Association) in Permitted Investments selected by the party hereunder that maintains such account
which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Certificate
Administrator to make withdrawals from the Distribution Account, and any such Permitted Investment shall not be sold or disposed
of prior to its maturity unless payable on demand. All such Permitted Investments to be administered by the Certificate Administrator
shall be made in the name of “Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wells
Fargo Bank, National Association, as Trustee for the Holders of the CSAIL 2017-CX9 Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2017-CX9 as their interests may appear”, or in the name of any successor trustee, as Trustee
for the Holders of the CSAIL 2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CX9
as their interests may appear. None of the Trust, the Depositor, the Mortgagors, the Master Servicer or the Special Servicer shall
be liable for any loss incurred on such Permitted Investments.


 


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


 






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On
the Closing Date, the Depositor shall deposit $250,000 with the Certificate Administrator, to be credited to the Legal Fee Reserve
Account. Funds held in the Legal Fee Reserve Account shall remain uninvested. Annually, on or about April 1st beginning
2018, upon receipt by the Certificate Administrator from the Depositor of a legal invoice related to Commission compliance matters,
the Certificate Administrator shall pay such legal invoice from and solely to the extent of funds then on deposit in the Legal
Fee Reserve Account. Any such instruction shall be sent by email to cts.cmbs.bond.admin@wellsfargo.com, along with a copy of the
invoice, and a subject line reference of “CSAIL 2017-CX9 - 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 and the Regular Interest Distribution Account shall be located at the offices
of the Certificate Administrator. The Certificate Administrator shall give notice to the Trustee, the Master Servicer and the
Depositor of the proposed location of the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC
Distribution Account, the Lower-Tier REMIC Distribution Account, the Regular Interest Distribution Account and, if established,
the Gain-on-Sale Reserve Account prior to any change thereof.


 


For
the avoidance of doubt, the Collection Account (other than (i) any portion holding Excess Interest and (ii) the Companion Distribution
Account, if it is a sub-account of the Collection Account), the Lower-Tier REMIC Distribution Account, the Gain-on-Sale Reserve
Account, any Servicing Account, the REO Account and the Interest Reserve Account (including interest, if any, earned on the investment
of funds in such accounts) will be owned by the Lower-Tier REMIC; the Excess Interest Distribution Account (and any portion of
the Collection Account holding Excess Interest) (including interest, if any, earned on the investment of funds in such accounts)
will be owned by the Grantor Trust for the benefit of the Holders of the Class V1-Z, Class V2-Z and Z Certificates; the Regular
Interest Distribution Account will be owned by the Grantor Trust for the benefit of the Holders of the related Classes of Certificates,
the Companion Distribution Account (including interest, if any, earned on the investment of funds in such account) will be owned
by the Companion Holders, as applicable; 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.


 






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(c)       Prior
to any Determination Date for the first Collection Period during which Excess Interest is received on any Mortgage Loan, and upon
notification from the Master Servicer or Special Servicer pursuant to Section 3.02(d), the Certificate Administrator, on
behalf of the Certificateholders, shall establish and maintain the Excess Interest Distribution Account in its own name on behalf
of the Trustee in trust for the benefit of the Holders of the Class V1-Z, Class V2-Z and Class Z Certificates. The Excess Interest
Distribution Account shall be established and maintained as an Eligible Account (or as a subaccount of an Eligible Account). Prior
to the applicable Distribution Date, the Master Servicer shall remit to the Certificate Administrator for deposit in the Excess
Interest Distribution Account an amount equal to the Excess Interest received prior to the Determination Date for the applicable
Collection Period.


 


(d)       Following
the distribution of the applicable portions of Excess Interest to Holders of the Class V1-Z, Class V2-Z and Class Z Certificates,
as applicable, on the first Distribution Date after which there are no longer any Mortgage Loans outstanding which pursuant to
their terms could pay Excess Interest, the Certificate Administrator shall terminate the Excess Interest Distribution Account.


 


(e)       The
Certificate Administrator shall establish (upon notice from the Special Servicer of an event occurring that generates Gain-on-Sale
Proceeds) and maintain the Gain-on-Sale Reserve Account for the benefit of the Certificateholders. The Gain-on-Sale Reserve Account
shall be maintained as an Eligible Account (or as a subaccount of an Eligible Account), separate and apart from trust funds for
mortgage pass-through certificates of other series administered by the Certificate Administrator.


 


Upon
the disposition of any REO Property, in accordance with Section 3.09 or Section 3.16, the Special Servicer will
calculate the Gain-on-Sale Proceeds, if any, realized that are allocable to the Mortgage Loan, as applicable, in connection with
such sale and, with respect to the Mortgage Loans, remit such funds to the Certificate Administrator for deposit into the Gain-on-Sale
Reserve Account. Any gain on such disposition that is allocable to any other related Companion Loan in accordance with the terms
of the related Intercreditor Agreement shall be remitted to the Companion Paying Agent for deposit into the Companion Distribution
Account.


 


(f)       Any
Non-Serviced Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the related Non-Serviced
PSA shall be remitted to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account.


 


(g)      [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,


 






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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;


 


(ii)            (A)
to pay itself (or, with respect to any Transferable Servicing Interest, to pay KeyBank National Association if KeyBank National
Association is no longer the Master Servicer, any such interest pursuant to Section 3.11(a)) unpaid Servicing Fees in respect
of each Mortgage Loan, Companion Loan, Specially Serviced Loan, and REO Loan, as applicable, the Master Servicer’s rights
to payment of Servicing Fees pursuant to this clause (ii)(A) with respect to any Mortgage Loan, related Serviced Companion
Loan, Specially Serviced Loan or REO Loan, as applicable, being limited to amounts received on or in respect of such Mortgage
Loan or related Serviced Companion Loan (whether in the form of payments, Liquidation Proceeds or Insurance and Condemnation Proceeds)
or such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are
allocable as recovery of interest thereon, (B) to pay the Special Servicer any unpaid Special Servicing Fees, Liquidation Fees
and Workout Fees in respect of each Specially Serviced Loan or REO Loan or Corrected Loan, as applicable, and any expense incurred
by the Special Servicer in connection with


 






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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 any related Pari Passu Companion Loan(s) on a pro
rata basis) and then
out of general collections on the Mortgage Loans and REO Properties, (C) to pay the Operating
Advisor (or the Master Servicer, if applicable) any unpaid Operating Advisor Fees or Operating Advisor Consulting Fees in respect
of each Mortgage Loan, 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 (provided, however, that to the extent such Operating Advisor Consulting Fee is incurred after the outstanding
Certificate Balances of the Control Eligible Regular Interests have been reduced to zero as a result of the allocation of Realized
Losses to such Certificates, such Operating Advisor Consulting Fee shall be payable in full to the Operating Advisor as a Trust
Fund expense) and (D) to pay the Asset Representations Reviewer, any unpaid Asset Representations Reviewer Fee and (subject to
Section 12.02(b)) Asset Representations Reviewer Asset Review Fee, if any, payable in connection with any Asset Review
performed as a result of an Affirmative Asset Review Vote;


 


(iii)            to
reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the Master Servicer’s
or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which represent
Late Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loans and REO Loans
with respect to which P&I Advances were made; provided that with respect to each Serviced Whole Loan, reimbursement
of P&I Advances shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from
any amounts collected with respect to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB
Subordinate Companion Loan) prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection
Account; provided, further, that if such P&I Advance with respect to a Mortgage Loan becomes a Workout-Delayed
Reimbursement Amount, then the maker of such P&I Advance shall additionally, but without duplication,


 






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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 and then,
from any related AB Mortgage Loan (and any Pari Passu Companion Loan(s), on a pro
rata basis) (provided that, with respect to any AB Subordinate Companion Loan, the
foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected
with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan)),
prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account related to
any Mortgage Loan); provided, however, that if such Servicing Advance becomes a Workout-Delayed Reimbursement Amount,
then the maker of such Servicing Advance shall additionally, but without duplication, thereafter be entitled to reimbursement
for such Servicing Advance from the portion of general collections and recoveries on or in respect of the Mortgage Loans and REO
Properties on deposit in the Collection Account from time to time that represent collections or recoveries of principal to the
extent provided in clause (v) below; provided, further, that if such Advance becomes a Nonrecoverable Advance,
then such Advance shall be reimbursable pursuant to clause (v) below;


 


(v)            to
reimburse the Trustee, the Special Servicer and itself, as applicable (in that order), (1) for Nonrecoverable Advances first,
out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related Mortgage Loan
and any related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Servicing Advances made with respect
thereto), then, out
of the principal portion of general collections on the Mortgage Loans and REO Properties, then,
to the extent the principal portion of general collections is insufficient and with respect to such excess only, subject to any
exercise of the sole option to defer reimbursement thereof pursuant to Section 3.17(c), out of general collections on the
Mortgage Loans and REO Properties, (2) for Workout-Delayed Reimbursement Amounts, out of the principal portion of the general
collections on the Mortgage Loans and REO Properties net of such amounts being reimbursed pursuant to (1) above; (provided
that, in case of such


 






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reimbursement
of a Nonrecoverable Servicing Advance relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms
of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro
rata and pari passu,
from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their outstanding
principal balances, or (ii) with respect to an AB Whole Loan, first,
from the related AB Subordinate Companion Loan and then,
from any related AB Mortgage Loan (and any Pari Passu Companion Loan(s), on a pro
rata basis) provided, further, that, in case of such reimbursement with respect
to Nonrecoverable Servicing Advances relating to a Serviced Whole Loan, such reimbursement shall be made as described above in
this clause (v)(1) and (v)(2), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on
deposit in the Collection Account; provided, further, that with respect to a Serviced Mortgage Loan, reimbursement
of Nonrecoverable P&I Advances from funds collected from the related Serviced Whole Loan shall be made only from amounts collected
with respect to such Serviced Mortgage Loan (and not from any amounts collected with respect to the related Serviced Companion
Loan), in accordance with the terms of the related Intercreditor Agreement (provided that, with respect to any Serviced
Companion Loan, the foregoing with respect to Nonrecoverable Servicing Advances and Nonrecoverable P&I Advances shall not
limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect
to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), prior to reimbursement
from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account related to any Mortgage Loan) or (3)
to pay itself, with respect to any Mortgage Loan, any related Companion Loan, if applicable, or REO Property any related earned
Servicing Fee that remained unpaid in accordance with clause (ii) above following a Final Recovery Determination made with
respect to such Mortgage Loan or REO Property and the deposit into the Collection Account of all amounts received in connection
therewith;


 


(vi)           at
such time as it reimburses the Trustee and itself, as applicable (in that order), or any Other Trustee or Other Servicer for a
related securitization trust in respect of any Serviced Companion Loan for (a) any unreimbursed P&I Advance (including any
such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii) or clause (v)
above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued and payable thereon
in accordance with Sections 4.03(d) and 3.11(d), (b) any unreimbursed Servicing Advances (including any such Servicing
Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv) or clause (v) above, to
pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may be, any interest accrued and
payable thereon in accordance with Section 3.03(d) and 3.11(d) or (c) any Nonrecoverable Advances pursuant to clause
(v) above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may be, any
interest accrued and payable 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


 






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respect
to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan);


 


(vii)          to
reimburse itself, the Special Servicer, the Asset Representations Reviewer or the Trustee, as the case may be, for any unreimbursed
expenses reasonably incurred by such Person in respect of any Material Defect giving rise to a repurchase or substitution obligation
of the applicable Mortgage Loan Seller or any other obligation of the Mortgage Loan Seller under Section 6 of the applicable Mortgage
Loan Purchase Agreement, including, without limitation, any expenses arising out of the enforcement of the repurchase or substitution
obligation or any other obligation of the Mortgage Loan Seller, each such Person’s right to reimbursement pursuant to this
clause (vii) with respect to any Mortgage Loan 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 (provided that, with respect to any AB Subordinate Companion Loan, the foregoing
shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with
respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each
case, prior to being payable out of general collections with respect to the Mortgage Loans;


 


(ix)            to
pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first,
out of REO Revenues, Liquidation Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced
Companion Loan or REO Loan and then out of general collections on the Mortgage Loans and REO Properties; provided that,
in case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the
related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro
rata and pari
passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion


 






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Loan
in accordance with their outstanding principal balances (ii) with respect to an AB Whole Loan, first,
from the related AB Subordinate Companion Loan and then,
from any related AB Mortgage Loan (and any Pari Passu Companion Loan(s), on a pro
rata basis) (provided that, with respect to any AB Subordinate Companion Loan, the
foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected
with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan),
in each case, prior to being payable out of general collections with respect to the Mortgage Loan;


 


(x)             to
pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest and investment income
earned in respect of amounts relating to the Trust Fund held in the Collection Account and the Companion Distribution Account
as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the Collection Account
and the Companion Distribution Account for the period from and including the prior Distribution Date to and including the P&I
Advance Date related to such Distribution Date) and (2) Penalty Charges (other than Penalty Charges collected while the related
Mortgage Loan and any related Serviced Companion Loan is a Specially Serviced Loan), but only to the extent collected from the
related Mortgagor and to the extent that all amounts then due and payable with respect to the related Mortgage Loan and any related
Serviced Companion Loan have been paid and such Penalty Charges are not needed to pay interest on Advances or costs and expenses
incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d);
and (b) to pay the Special Servicer, as additional servicing compensation in accordance with Section 3.11(c), Penalty Charges
collected on Specially Serviced Loans (but only to the extent collected from the related Mortgagor and to the extent that all
amounts then due and payable with respect to the related Specially Serviced Loan have been paid and such Penalty Charges are not
needed to pay interest on Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation
Fees and Workout Fees) in accordance with Section 3.11(d));


 


(xi)            to
recoup any amounts deposited in the Collection Account in error;


 


(xii)           to
pay itself, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any of their respective
directors, officers, members, managers, employees and agents, or CREFC®, as the case may be, out of general collections,
any amounts payable to any such Person pursuant to Section 3.11(g), Section 6.04(a) or Section 6.04(b); provided
that, in the case of such reimbursement (other than a reimbursement of any amounts payable to CREFC®) relating
to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement (i) with
respect to a Serviced Pari Passu Whole Loan, pro
rata and pari passu,
from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their outstanding
principal balances or (ii) with respect to an AB Whole Loan, first,
from the related AB Subordinate Companion Loan and then,
from any related AB Mortgage Loan (and any Pari Passu Companion Loan(s), on a pro
rata basis) (provided that, with respect to any AB Subordinate Companion Loan, the
foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected
with respect to the related Whole Loan are allocated to the


 






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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 (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 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;


 






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(xviii)       to
reimburse the Operating Advisor for any Operating Advisor Expenses incurred by and reimbursable to it by the Trust pursuant to
Section 3.26(h);


 


(xix)          to
reimburse the Asset Representations Reviewer for any reasonable out-of-pocket costs and expenses reimbursable to it by the Trust
pursuant to Section 12.02(b);


 


(xx)           to
remit to the Companion Paying Agent for deposit into the Companion Distribution Account the amounts required to be deposited pursuant
to Section 3.04(b) without duplication of amounts remitted to the Companion Paying Agent pursuant to clause (i) above;


 


(xxi)          to
clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01; and


 


(xxii)         to
pay for any expenditures to be borne by the Trust pursuant to the third paragraph of Section 3.03(c).


 


The
Master Servicer shall also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary
for the payments or reimbursement of amounts required to be paid to the applicable Non-Serviced Master Servicer, the applicable
Non-Serviced Special Servicer, the applicable Non-Serviced Trustee, the applicable Non-Serviced Paying Agent or any other applicable
party to the applicable Non-Serviced PSA by the holder of a Non-Serviced Mortgage Loan pursuant to the applicable Non-Serviced
Intercreditor Agreement and the applicable Non-Serviced PSA.


 


The
Master Servicer shall keep and maintain separate accounting records, on a loan-by-loan and property by property basis when appropriate,
for the purpose of justifying any withdrawal from the Collection Account.


 


The
Master Servicer shall pay to the Special Servicer, the Trustee or the Certificate Administrator from the Collection Account amounts
permitted to be paid to it therefrom monthly upon receipt of a certificate of a Servicing Officer of the Special Servicer or a
Responsible Officer of the Trustee or the Certificate Administrator describing the item and amount to which the Special Servicer,
the Trustee or the Certificate Administrator is entitled. The Master Servicer may rely conclusively on any such certificate and
shall have no duty to re-calculate the amounts stated therein. The Special Servicer shall keep and maintain separate accounting
for each Specially Serviced Loan and REO Loan, on a loan-by-loan and property-by-property basis, for the purpose of justifying
any request for withdrawal from the Collection Account. Notwithstanding the above, no written certificate is required for a payment
of Special Servicing Fees and/or Workout Fees arising from collections other than the initial collection on a Corrected Loan.


 


Notwithstanding
anything to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the
Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor out of general collections
that do not specifically relate to a Serviced Whole Loan may be reimbursable from amounts that would otherwise be payable to the
related Companion Loan.


 






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(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 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


 






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(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(c) in the Regular Interest Distribution
Account (and to the Holders of the Class R Certificates in respect of the Class UR Interest) on each Distribution Date pursuant
to Section 4.01 or Section 9.01, as applicable; and


 


(ii)            to
clear and terminate the Upper-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


     (e)        
  The Certificate Administrator shall make, or be deemed to make, withdrawals from the Regular Interest Distribution
Account for any of the following purposes:


 


(i)             to
make distributions to the Holders of the Regular Certificates on each Distribution Date pursuant to Section 4.01 or Section
9.01, as applicable; and


 


(ii)            to
clear and terminate the Regular Interest Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


     (f)            Notwithstanding
anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the Collection Account and the
Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee listed in Section 3.05(a)(ii),
the Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate Administrator/Trustee Fee listed in Section
3.05(b)(ii) and (b)(iii), then the Certificate Administrator/Trustee Fee shall be paid in full prior to the payment
of any Servicing Fees payable under Section 3.05(a)(ii) and then, after payment of Servicing Fees, the Operating Advisor
Fees payable under Section 3.05(a)(ii) and in the event that amounts on deposit in the Collection Account and the Lower-Tier
REMIC Distribution Account are not sufficient to pay the full amount of such Certificate Administrator/Trustee Fee, the Certificate
Administrator shall be paid based on the amount of such fees and (ii) if amounts on deposit in the Collection Account are not
sufficient to reimburse the full amount of Advances and interest thereon listed in Sections 3.05(a)(iii), (a)(iv),
(a)(v) and (a)(vi), then reimbursements shall be paid first
to the Certificate Administrator and to the Trustee, pro
rata, second
to the Special Servicer, third
to the Master Servicer and then
to the Operating Advisor.


 


(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,


 






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(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 or Serviced REO Loan to cover the items contemplated by the immediately preceding clauses (i)-(iii)
in respect of any other Mortgage Loan or Serviced REO Loan; and


 


(v)      On
the final Distribution Date after all distributions have been made as set forth in clauses (i) through (iv) above,
to each Mortgage Loan Seller, its pro rata
share, based on the amount that it contributed, net of any amount contributed by such Mortgage
Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses that are attributable
to such Mortgage Loan or related REO Property, as the case may be, additional Trust Fund expenses or any Nonrecoverable Advances
incurred with respect to the Mortgage Loan related to such contribution.


 


(h)        Any
Loss of Value Payments transferred to the Collection Account pursuant to clauses (g)(i)-(g)(iii) of the prior paragraph
shall be treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or any successor REO Mortgage
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.


 






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(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 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


 






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or
the Trustee, as the case may be, that such Permitted Investment would not constitute a Permitted Investment in respect of funds
thereafter on deposit in the Investment Account.


 


(b)       Interest
and investment income realized on funds deposited in the Collection Account, the Companion Distribution Account or any Servicing
Account maintained by or for the Master Servicer to the extent of the Net Investment Earnings, if any, with respect to such account
for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current
Distribution Date, shall be for the sole and exclusive benefit of the Master Servicer to the extent (with respect to Servicing
Accounts) not required to be paid to the related Mortgagor and shall be subject to its withdrawal, or withdrawal at its direction,
in accordance with Section 3.03 or Section 3.05(a), as the case may be. Interest and investment income realized
on funds deposited in the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer,
to the extent of the Net Investment Earnings, if any, with respect to such account for each period from and including any Distribution
Date to and including the immediately succeeding P&I Advance Date, shall be for the sole and exclusive benefit of the Special
Servicer and shall be subject to its withdrawal in accordance with Section 3.14(c). In the event that any loss shall be
incurred in respect of any Permitted Investment (as to which the Master Servicer or the Special Servicer, as applicable, would
have been entitled to any Net Investment Earnings hereunder) directed to be made by the Master Servicer or the Special Servicer,
as applicable, and on deposit in any of the Collection Account, the Companion Distribution Account, the Servicing Account, Loss
of Value Reserve Fund or the REO Account, the Master Servicer (in the case of the Collection Account, the Companion Distribution
Account or any Servicing Account maintained by or for the Master Servicer), the Special Servicer (in the case of the REO Account,
Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer) shall deposit therein, no later
than the P&I Advance Date, without right of reimbursement, the amount of Net Investment Loss, if any, with respect to such
account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the
current Distribution Date; provided that neither the Master Servicer nor the Special Servicer shall be required to deposit
any loss on an investment of funds in an Investment Account if such loss is incurred solely as a result of the insolvency of the
federal or state chartered depository institution or trust company that holds such Investment Account, so long as such depository
institution or trust company satisfied the qualifications set forth in the definition of Eligible Account at the time such investment
was made (and, with respect to the Master Servicer or the Special Servicer, such federal or state chartered depository institution
or trust company is not an Affiliate of the Master Servicer or the Special Servicer, as applicable, unless such depository institution
or trust company satisfied the qualification set forth in the definition of Eligible Account both (x) at the time the investment
was made and (y) thirty (30) days prior to such insolvency).


 


(c)       Except
as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment,
or if a default occurs in any other performance required under any Permitted Investment, the Master Servicer may and, upon the
request of Holders of Certificates entitled to a majority of the Voting Rights allocated to any Class shall, take such action
as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.


 






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Section
3.07 Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage. (a) To the extent permitted by the
related Mortgage Loan documents and required by the Servicing Standard, the Master Servicer (with respect to the Mortgage Loans
(other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) shall use efforts consistent with the Servicing
Standard to cause the Mortgagor to maintain (other than with respect to a Non-Serviced Mortgage Loan), and the Special Servicer
(with respect to REO Properties other than any Non-Serviced Mortgaged Properties) shall maintain all insurance coverage as is
required under the related Mortgage Loan documents except to the extent that the failure of the related Mortgagor to do so is
an Acceptable Insurance Default (and except as provided in the next sentence with respect to the Master Servicer or the Special
Servicer, as applicable). If the Mortgagor does not so maintain such insurance coverage, subject to its recoverability determination
with respect to any required Servicing Advance, the Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced
Mortgage Loan) and any related Serviced Companion Loan) or the Special Servicer (with respect to REO Properties other than a Non-Serviced
Mortgaged Property) shall maintain all insurance coverage as is required under, and such insurance coverage is to be obtained
from an insurer meeting the requirements under, the related Mortgage Loan documents, but only in the event the Trustee has an
insurable interest therein and such insurance is available to the Master Servicer or the Special Servicer and, if available, can
be obtained at commercially reasonable rates. Any determination that such insurance coverage is not available or not available
at commercially reasonable rates shall be made with the consent of the Directing Holder (prior to the occurrence and continuance
of any Control Termination Event) and, after consultation by the Special Servicer with the Risk Retention Consultation Party pursuant
to Section 6.08(a) (in the case of the Directing Holder and Risk Retention Consultation Party, other than with respect
to any Excluded Loan as to such party). Such determination shall be made by the Master Servicer (with respect to the Mortgage
Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) or the Special Servicer (with respect
to REO Properties other than any Non-Serviced Mortgaged Property) except to the extent that the failure of the related Mortgagor
to do so is an Acceptable Insurance Default as determined by the Special Servicer; provided, however, that if any
Mortgage permits the holder thereof to dictate to the Mortgagor the insurance coverage to be 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 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 Holder (unless a Control Termination Event has occurred) and after consultation by the Special Servicer with
the Risk Retention Consultation Party pursuant to Section 6.08(a) (in each case, other than with respect to any Excluded
Loan as to such party) and only in the event the Trustee has an insurable interest


 






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therein
and such insurance is available to the Master Servicer or the Special Servicer, as the case may be, and, if available, can be
obtained at commercially reasonable rates. The Master Servicer and the Special Servicer shall be entitled to rely on insurance
consultants (at the applicable servicer’s expense) in determining whether any insurance is available at commercially reasonable
rates. Subject to Section 3.15(a) and the costs of such insurance being reimbursed or paid to the Special Servicer as provided
in the third-to-last sentence of this paragraph, the Special Servicer shall maintain (except to the extent that the failure to
maintain such insurance coverage is an Acceptable Insurance Default) for each REO Property (other than any Non-Serviced Mortgaged
Property) no less insurance coverage than was previously required of the Mortgagor under the related Mortgage Loan documents unless
the Special Servicer determines with the consent of the Directing Holder (prior to the occurrence and continuance of a Control
Termination Event) and after consultation by the Special Servicer with the Risk Retention Consultation Party pursuant to Section
6.08(a) (in each case, other than with respect to a Mortgage Loan that is an Excluded Loan as to such party) that such insurance
is not available at commercially reasonable rates or that the Trustee does not have an insurable interest, in which case the Master
Servicer shall be entitled to conclusively rely on the Special Servicer’s determination. All Insurance Policies maintained
by the Master Servicer or the Special Servicer shall (i) contain a “standard” mortgagee clause, with loss payable
to the Master Servicer on behalf of the Trustee (in the case of insurance maintained in respect of Mortgage Loans (other than
any Non-Serviced Mortgage Loan), including any related Serviced Companion Loan, other than REO Properties) or to the Special Servicer
on behalf of the Trustee (in the case of insurance maintained in respect of REO Properties), (ii) be in the name of the Trustee
(in the case of insurance maintained in respect of REO Properties), (iii) include coverage in an amount not less than the lesser
of (x) the full replacement cost of the improvements securing Mortgaged Property or the REO Property, as applicable, and (y) the
outstanding principal balance owing on the related Mortgage Loan (including any related Serviced Companion Loan) or REO Loan,
as applicable, and in any event, the amount necessary to avoid the operation of any co-insurance provisions, (iv) include a replacement
cost endorsement providing no deduction for depreciation (unless such endorsement is not permitted under the related Mortgage
Loan documents), (v) be noncancelable without thirty (30) days prior written notice to the insured party (except in the case of
nonpayment, in which case such policy shall not be cancelled without ten (10) days prior notice) and (vi) subject to the first
proviso in the second sentence of this Section 3.07(a), be issued by a Qualified Insurer authorized under applicable law
to issue such Insurance Policies. Any amounts collected by the Master Servicer or the Special Servicer under any such Insurance
Policies (other than amounts to be applied to the restoration or repair of the related Mortgaged Property or REO Property or amounts
to be released to the related Mortgagor, in each case in accordance with the Servicing Standard and the provisions of the related
Mortgage Loan documents) shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.05(a).
Any costs incurred by the Master Servicer in maintaining any such Insurance Policies in respect of Mortgage Loans (including any
related Serviced Companion Loan) (other than REO Properties and other than any Non-Serviced Mortgage Loan) (i) if the Mortgagor
defaults on its obligation to do so, shall be advanced by the Master Servicer as a Servicing Advance (so long as such Advance
would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid
out of the Collection Account) and will be charged to the related Mortgagor and (ii) shall not, for purposes of calculating monthly
distributions to Certificateholders, be added to the unpaid principal


 






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balance
of the related Mortgage Loan and Serviced Companion Loan (if any), notwithstanding that the terms of such Mortgage Loan or Serviced
Companion Loan so permit. Any cost incurred by the Special Servicer in maintaining any such Insurance Policies with respect to
REO Properties shall be an expense of the Trust payable out of the related REO Account pursuant to Section 3.14(c) or,
if the amount on deposit therein is insufficient therefor, advanced by the Master Servicer as a Servicing Advance (so long as
such Advance would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such cost shall
instead be paid out of the Collection Account). The foregoing provisions of this Section 3.07 shall apply to any Serviced
Whole Loan as if it were a single “Mortgage Loan”. Notwithstanding any provision to the contrary, the Master Servicer
shall not be required to maintain, and shall not be in default for failing to obtain, any earthquake or environmental insurance
on any Mortgaged Property unless such insurance was required at the time of origination of the related Mortgage Loan and is currently
available at commercially reasonable rates.


 


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


 






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of
the related Subordinate Companion Loan, or to consult with the Risk Retention Consultation Party pursuant to Section 6.08(a),
neither the Master Servicer nor the Special Servicer will be liable for any loss related to its failure to require the Mortgagor
to maintain (or its failure to maintain) such insurance and shall not be in default of its obligations as a result of such failure
unless the Master Servicer or the Special Servicer is required to take any immediate action pursuant to the Servicing Standard
or other servicing requirements of this Agreement and the Master Servicer will not itself maintain such insurance or cause such
insurance to be maintained.


 


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


 


(ii)     If
the Master Servicer or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by a master single
interest or force-placed insurance policy with a Qualified Insurer naming the Master Servicer or the Special Servicer on behalf
of the Trustee as the loss payee, then to the extent such Insurance Policy provides protection equivalent to the individual policies
otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation
to cause such insurance to be maintained on the related Mortgaged Properties and REO Properties. In the event the Master Servicer
or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by such master single interest or force-placed
insurance policy, the incremental costs of such insurance applicable to such Mortgaged Property or REO Property (i.e., other than
any minimum or standby premium payable for such policy whether or not any Mortgaged Property or REO Property is


 






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covered
thereby) shall be paid by the Master Servicer as a Servicing Advance. Such master single interest or force-placed policy may contain
a deductible clause, in which case the Master Servicer or the Special Servicer shall, in the event that there shall not have been
maintained on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions of Section 3.07(a),
and there shall have been one or more losses which would have been covered by such policy had it been maintained, deposit into
the Collection Account from its own funds the amount not otherwise payable under the master single or force-placed interest policy
because of such deductible clause, to the extent that any such deductible exceeds the deductible limitation that pertained to
the related Mortgage Loan, including any related Serviced Companion Loan, or, in the absence of any such deductible limitation,
the deductible limitation which is consistent with the Servicing Standard.


 


(c)       Each
of the Master Servicer and the Special Servicer shall obtain and maintain at its own expense and keep in full force and effect
throughout the term of this Agreement a blanket fidelity bond and an errors and omissions insurance policy with a Qualified Insurer
covering the Master Servicer’s and the Special Servicer’s, as applicable, officers and employees acting on behalf
of the Master Servicer and the Special Servicer in connection with its activities under this Agreement. Notwithstanding the foregoing,
so long as the long-term debt or the deposit obligations or claims-paying ability of the Master Servicer (or its immediate or
remote parent) or the Special Servicer (or its immediate or remote parent), as applicable, is rated at least “A3”
by Moody’s, “A(low)” by DBRS (if rated by DBRS) and “A-” by Fitch (if rated by Fitch), the Master
Servicer (or its public parent) or the Special Servicer (or its public parent), as applicable, shall be allowed to provide self-insurance
with respect to a fidelity bond and an “errors and omissions” Insurance Policy. Such amount of coverage shall be in
such form and amount as are consistent with the Servicing Standard. Coverage of the Master Servicer or the Special Servicer under
a policy or bond obtained by an Affiliate of the Master Servicer or the Special Servicer and providing the coverage required by
this Section 3.07(c) shall satisfy the requirements of this Section 3.07(c). The Special Servicer and the Master
Servicer will promptly report in writing to the Trustee any material changes that may occur in their respective fidelity bonds,
if any, and/or their respective errors and omissions insurance policies, as the case may be, and will furnish to the Trustee evidence
that such bonds, if any, and insurance policies are in full force and effect.


 


(d)       At
the time the Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property (other than a Non-Serviced
Mortgaged Property) is in a federally designated special flood hazard area (and such flood insurance has been made available),
the Master Servicer will use efforts consistent with the Servicing Standard to cause the related Mortgagor (in accordance with
applicable law and the terms of the Mortgage Loan and related Serviced Companion Loan documents) to maintain, and, if the related
Mortgagor shall default in its obligation to so maintain, shall itself maintain to the extent available at commercially reasonable
rates (as determined by the Master Servicer in accordance with the Servicing Standard) and to the extent the Trustee, as mortgagee,
has an insurable interest therein, flood insurance in respect thereof. Such flood insurance shall be in an amount equal to the
lesser of (i) the unpaid principal balance of the related Mortgage Loan (and any related Serviced Companion Loan, if applicable),
and (ii) the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, as amended, plus such


 






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additional
excess flood coverage with respect to the Mortgaged Property, if any, in an amount consistent with the Servicing Standard, but
only to the extent the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan permits
the mortgagee to require such coverage and the maintenance of such coverage is consistent with the Servicing Standard. If the
cost of any insurance described above is not borne by the Mortgagor, the Master Servicer shall promptly make a Servicing Advance
for such costs.


 


(e)       During
all such times as any REO Property (other than with respect to a Non Serviced Mortgaged Property) shall be located in a federally
designated special flood hazard area, the Special Servicer will cause to be maintained, to the extent available at commercially
reasonable rates (as determined by the Special Servicer (with the consent of the Directing Holder (prior to the occurrence and
continuance of a Control Termination Event) and in consultation with the Risk Retention Consultation Party pursuant to Section
6.08(a) (in either such case, other than with respect to any Mortgage Loan that is an Excluded Loan as to such party)) in
accordance with the Servicing Standard), a flood insurance policy meeting the requirements of the current guidelines of the Federal
Insurance Administration in an amount representing coverage not less than the maximum amount of insurance which is available under
the National Flood Insurance Act of 1968, as amended. The cost of any such flood insurance with respect to an REO Property shall
be an expense of the Trust payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit
therein is insufficient therefor, paid by the Master Servicer as a Servicing Advance.


 


(f)       Each
of the Operating Advisor and Asset Representations Reviewer shall obtain and maintain at its own expense and keep in full force
and effect throughout the term of this Agreement an “errors and omissions” insurance policy with a Qualified Insurer
covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.


 


Section
3.08 Enforcement of Due-on-Sale Clauses; Assumption Agreements. (a)
As to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision
in the nature of a “due-on-sale” clause, which by its terms:


 


(i)       provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor or principals
of the Mortgagor; or


 


(ii)      provides
that such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee in connection with
any such sale or other transfer,


 


then,
for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the Special Servicer
(or, with respect to non-Specially Serviced Loans, if mutually agreed to by the Master Servicer and the Special Servicer, the
Master Servicer (in a manner consistent with the Servicing Standard and subject to the consent of the Special Servicer)), on behalf
of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect to such Mortgage Loan or related
Companion Loan (x) to


 






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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)(A) if such Mortgage Loan is not an Excluded Loan and no Control Termination
Event shall have occurred and be continuing, the Master Servicer or the Special Servicer, as the case may be, shall obtain the
prior written consent of (x) in the case of the Master Servicer, the Special Servicer and (y) in the case of the Special Servicer,
the Directing Holder, and the Directing Holder’s consent shall be deemed given ten (10) Business Days after receipt (unless
earlier objected to by the Directing Holder) of the Special Servicer’s written analysis and recommendation with respect
to such waiver together with such other information reasonably requested by the Directing Holder and (B) if such Mortgage Loan
is not an Excluded Loan, a Control Termination Event shall have occurred and be continuing and no Consultation Termination Event
shall have occurred and be continuing, the Special Servicer shall consult with the Directing Holder and the Risk Retention Consultation
Party pursuant to Section 6.08(a) hereof and (ii) 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 (x) and (y) of
this subclause (iii), such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000 for such Rating
Agency Confirmation requirement to apply. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan with
respect to the Directing Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority of
the Controlling Class (regardless of whether an Operating Advisor Consultation Event has occurred and is continuing), the Special
Servicer shall consult with the Operating Advisor (telephonically or electronically), on a non-binding basis, in connection with
the related transactions involving proposed Major Decisions that it is processing or for which its consent is required and consider
alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section
6.08 for consulting with the Operating Advisor.


 


In
connection with any request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion
Loan Securities, the related rating agencies) pursuant to this Section 3.08(a), the Special Servicer shall (if not already
provided in accordance with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5 Information Provider
(or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance with Section
3.25 of this Agreement.


 


If
any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage Loan
or related Serviced Companion Loan may be assumed or transferred without the consent of the mortgagee provided that certain


 






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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
(or, with respect to non-Specially Serviced Loans, if mutually agreed to by the Master Servicer and the Special Servicer, the
Master Servicer (in a manner consistent with the Servicing Standard and subject to the consent of the Special Servicer), on behalf
of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect to such Mortgage Loan or related
Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to the creation of any additional lien or
other encumbrance, consistent with the Servicing Standard or (b) waive its right to exercise such rights, provided that
(i)(A) if such Mortgage Loan is not an Excluded Loan and no Control Termination Event shall have occurred and be continuing, the
Master Servicer or the Special Servicer, as the case may be, shall obtain the prior written consent of (x) in the case of the
Master Servicer, the Special Servicer and (y) in the case of the Special Servicer, the Directing Holder, and the Directing Holder’s
consent shall be deemed given ten (10) Business Days after receipt (unless earlier objected to by the Directing Holder) of the
Special Servicer’s written analysis and recommendation with respect to such waiver together with such other information
reasonably required by the Directing Holder and (B) if such Mortgage Loan is not an Excluded Loan, a Control Termination Event
shall have occurred and be continuing, and no Consultation Termination Event shall have occurred and be continuing, the Special
Servicer shall consult with the Directing Holder and the Risk Retention Consultation Party pursuant to Section 6.08(a)
hereof and (ii) the Special Servicer or the Master 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


 






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such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25) if such Mortgage Loan (A) has an outstanding principal
balance that is greater than or equal to 2% of the Stated Principal Balance of the outstanding Mortgage Loans, (B) has an LTV
Ratio greater than 85% (including any existing and proposed debt), (C) has a Debt Service Coverage Ratio less than 1.20x (in each
case, determined based upon the aggregate of the Stated Principal Balance of the Mortgage Loan and related Companion Loan, if
any, and the principal amount of the proposed additional lien) (D) is 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 (iii), such Mortgage Loan shall also have
a Stated Principal Balance of at least $10,000,000 for such Rating Agency Confirmation requirement to apply. Notwithstanding anything
herein to the contrary, with respect to any Excluded Loan (regardless of whether an Operating Advisor Consultation Event has occurred
and is continuing), the Special Servicer shall consult with the Operating Advisor (telephonically or electronically), on a non-binding
basis, in connection with the related transactions involving proposed Major Decisions and consider alternative actions recommended
by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting
with the Operating Advisor.


 


In
connection with any request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion
Loan Securities, the related rating agencies) pursuant to this Section 3.08(b), the Special Servicer shall (if not already
provided in accordance with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5 Information Provider
(or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance with Section
3.25 of this Agreement.


 


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


 


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


 


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


 






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


 


(e)       Notwithstanding
any other provision of this Agreement, the Special Servicer may not waive its rights or grant its consent (or consent to the Master
Servicer taking any such action) under any “due-on-sale” or “due-on-encumbrance” clause relating to any
Mortgage Loan without ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect
to any Excluded Loan) the consent of the Directing Holder (or (i) after the occurrence and during the continuance of a Control
Termination Event and (ii) other than with respect to any Excluded Loan, but prior to a Consultation Termination Event, upon consultation
with the Directing Holder and the Risk Retention Consultation Party pursuant to Section 6.08 hereof). The Directing Holder
shall have ten (10) Business Days after receipt of notice along with the Master Servicer’s or Special Servicer’s recommendation
and analysis with respect to such proposed waiver or proposed granting of consent and any additional information the Directing
Holder may reasonably request from the Special Servicer 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 Holder in writing within such period, then the Directing Holder
shall be deemed to have consented to such proposed waiver or consent).


 


(f)       Notwithstanding
the foregoing provisions of this Section 3.08, if the Special Servicer makes a determination under Sections 3.08(a)
or 3.08(b) hereof that the applicable conditions in the related Mortgage Loan or Companion Loan documents, as applicable,
with respect to assumptions or encumbrances permitted without the consent of the mortgagee have been satisfied, the applicable
assumptions and transfers may be subject to an assumption or other fee, unless such fees are otherwise prohibited pursuant to
the Mortgage Loan documents; provided that any such fee not provided for in the Mortgage Loan documents does not constitute
a “significant” change in yield pursuant to Treasury Regulations Section 1.1001-3(e)(2).


 


(g)       Notwithstanding
any other provision of this Section 3.08, without any other approval or consent, the Master Servicer (for Mortgage Loans
and Serviced Whole Loans other than Specially Serviced Loans) may grant and process a Mortgagor’s request for (i) consent
to subject the related Mortgaged Property to an immaterial easement, a right of way or similar agreement for utilities, access,
parking, public improvements or another purpose, (ii) consent to subordination of the related Mortgage Loan or Serviced Whole
Loan to such easement, right of


 






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way
or similar agreement and (iii) consent to any other matter that is not a Major Decision or Special Servicer Decision; provided
that the Master Servicer (a) shall have determined in accordance with the Servicing Standard that such easement, right of
way or similar agreement or other matter will not materially and adversely affect the operation or value of such Mortgaged Property
or the Trust Fund’s interest in the Mortgaged Property and (b) shall have determined that such easement, right of way or
similar agreement or other matter will not cause any Trust REMIC to fail to qualify as a REMIC at any time that any Certificates
are outstanding. The Master Servicer may rely on an Opinion of Counsel in making any such determination under clause (b) above.


 


Section
3.09 Realization Upon Defaulted Loans and Companion Loans. (a) Upon an event of default under the Mortgage Loan documents
related to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt, the Master Servicer shall promptly provide written notice
to the related Companion Holder or mezzanine lender, as applicable, with a copy of such notice to the Special Servicer. The Special
Servicer shall, subject to subsections (b) through (d) of this Section 3.09 and Section 3.24, subject
to the Directing Holder’s and the Risk Retention Consultation Party’s respective rights pursuant to Section 6.08,
and any Companion Holder or mezzanine lender’s rights under the related Intercreditor Agreement (in the case of a Serviced
Whole Loan, on behalf of the holders of the beneficial interest of the related Companion Loan) or this Agreement, exercise reasonable
efforts, consistent with the Servicing Standard, to foreclose upon or otherwise comparably convert (which may include an REO Acquisition)
the ownership of property securing any such Mortgage Loan (other than any Non-Serviced Mortgage Loan) and related Companion Loan,
if any, as come into and continue in default as to which no satisfactory arrangements (including by way of a discounted pay-off)
can be made for collection of delinquent payments, and which are not released from the Trust Fund pursuant to any other provision
hereof. The foregoing is subject to the provision that, in any case in which a Mortgaged Property shall have suffered damage from
an Uninsured Cause, the Master Servicer or the Special Servicer shall not be required to make a Servicing Advance and expend funds
toward the restoration of such property unless the Special Servicer has determined in its reasonable discretion that such restoration
will increase the net proceeds of liquidation of such Mortgaged Property to Certificateholders after reimbursement to the Master
Servicer for such Servicing Advance, and the Master Servicer or the Special Servicer has not determined that such Servicing Advance
together with accrued and unpaid interest thereon would constitute a Nonrecoverable Advance. The costs and expenses incurred by
the Special Servicer in any such proceedings shall be advanced by the Master Servicer; provided that, in each case, such
cost or expense would not, if incurred, constitute a Nonrecoverable Servicing Advance. Nothing contained in this Section 3.09
shall be construed so as to require the Master Servicer or the Special Servicer, on behalf of the Trust, to make an offer
on any Mortgaged Property at a foreclosure sale or similar proceeding that is in excess of the fair market value of such property,
as determined by the Master Servicer or the Special Servicer in its reasonable judgment taking into account the factors described
in Section 3.16(b) and the results of any Appraisal obtained pursuant to the following sentence, all such offers to be
made in a manner consistent with the Servicing Standard. If and when the Special Servicer or the Master Servicer deems it necessary
and prudent for purposes of establishing the fair market value of any Mortgaged Property securing a Defaulted Loan or any related
defaulted Companion Loan, whether for purposes of making an offer at foreclosure or otherwise, the Special Servicer or the Master
Servicer, as the case may be, is authorized to have an Appraisal performed with respect to such property by an


 






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Independent
MAI-designated appraiser the cost of which shall be paid by the Master Servicer as a Servicing Advance.


 


(b)       The
Special Servicer shall not acquire any personal property pursuant to this Section 3.09 unless either:


 


(i)      such
personal property is incidental to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by the Special
Servicer; or


 


(ii)     the
Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing
Advance) to the effect that the holding of such personal property by the Trust (to the extent not allocable to the related Companion
Loan) will not cause an Adverse REMIC Event.


 


(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 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.


 






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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 Holder and after consultation with the Risk
Retention Consultation Party pursuant to Section 6.08(a) (in each case, (A) prior to the occurrence and continuance of
a Control Termination Event (or with respect to any AB Mortgage Loan, after the occurrence and during the continuation of an AB
Control Appraisal Period, but prior to the occurrence and continuance of a Control Termination Event) and (B) other than with
respect to any Excluded Loan as to such party) at such time as it deems appropriate to release such Mortgaged Property from the
lien of the related Mortgage, provided that, if such Mortgage Loan has a then-outstanding principal balance of greater
than $1,000,000, then prior to the release of the related Mortgaged Property from the lien of the related Mortgage, (i) the Special
Servicer shall have notified the Rating Agencies, the Trustee, the Certificate Administrator, the Master Servicer, the Directing
Holder and the Risk Retention Consultation Party (in the case of the Directing Holder, prior to the occurrence and continuance
of a Consultation Termination Event, and in the case of the Directing Holder or the Risk Retention Consultation Party other than
with respect to any Excluded Loan as to such party), in writing of its intention to so release such Mortgaged Property and the
bases for such intention, (ii) the Certificate Administrator shall have posted


 






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such
notice of the Special Servicer’s intention to so release such Mortgaged Property to the Certificate Administrator’s
Website pursuant to Section 3.13(b) and (iii) in addition to the prior written consent of the Directing Holder as required
above, the Holders of Certificates entitled to a majority of the Voting Rights shall have consented or have been deemed to have
consented to such release within thirty (30) days of the Certificate Administrator’s posting such notice to the Certificate
Administrator’s Website (failure to respond by the end of such 30-day period being deemed consent of the Holders of the
Certificates). To the extent any fee charged by any Rating Agency in connection with rendering such written confirmation is not
paid by the related Mortgagor, such fee is to be an expense of the Trust; provided that the Special Servicer shall use
commercially reasonable efforts to collect such fee from the Mortgagor to the extent permitted under the related Mortgage Loan
documents.


 


(e)       The
Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to the Directing
Holder and the Risk Retention Consultation Party (in each case, other than with respect to any Excluded Loan as to such party),
the Master Servicer and the 17g-5 Information Provider monthly regarding any actions taken by the Special Servicer with respect
to any Mortgaged Property securing a Defaulted Loan, or defaulted Companion Loan as to which the environmental testing contemplated
in subsection (c) above has revealed that either of the conditions set forth in clauses (i) and (ii) of the
first sentence thereof has not been satisfied, in each case until the earlier to occur of satisfaction of both such conditions,
repurchase of the related Mortgage Loan by the applicable Mortgage Loan Seller or release of the lien of the related Mortgage
on such Mortgaged Property.


 


(f)       The
Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting to the
Internal Revenue Service and shall provide the Master Servicer with all information regarding forgiveness of indebtedness and
required to be reported with respect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed and the Master
Servicer shall report to the Internal Revenue Service and the related Mortgagor, in the manner required by applicable law, such
information and the Master Servicer shall report, via Form 1099A or Form 1099C (or any successor form), all forgiveness of indebtedness
and abandonment and foreclosure to the extent such information has been provided to the Master Servicer by the Special Servicer.
Upon request, the Master Servicer shall deliver a copy of any such report to the Trustee and the Certificate Administrator.


 


(g)       The
Special Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of the maintenance
of an action to obtain a deficiency judgment if the state in which the Mortgaged Property is located and the terms of the Mortgage
Loan (and if applicable, the related Companion Loan) permit such an action.


 


(h)       The
Special Servicer shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery Determination
in respect of a Defaulted Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion Loan or any REO
Property (other than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination shall be evidenced
by an Officer’s Certificate promptly delivered to the Trustee, the Certificate Administrator, the Directing Holder and the
Risk Retention Consultation Party (but in the case of the Directing Holder and the Risk Retention Consultation


 






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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 the Special Servicer, as
the case may be, will promptly notify the Trustee and the Custodian and request delivery of the related Mortgage File. Any such
notice and request shall be in the form of a Request for Release signed by a Servicing Officer and shall include a statement to
the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the
Collection Account pursuant to Section 3.04(a) or remitted to the Master Servicer to enable such deposit, have been or
will be so deposited. Within three (3) Business Days (or within such shorter period as release can reasonably be accomplished
if the Master Servicer or the Special Servicer notifies the Custodian of an exigency) of receipt of such notice and request, the
Custodian shall release the related Mortgage File to the Master Servicer or the Special Servicer, as the case may be; provided
that in the case of the payment in full of a Serviced Companion Loan or its related Mortgage Loan, the related Mortgage File
shall not be released by the Custodian unless the related Serviced Whole Loan is paid in full. No expenses incurred in connection
with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection Account.


 


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


 


(c)       Within
three (3) Business Days (or within such shorter period as delivery can reasonably be accomplished if the Special Servicer notifies
the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the Special Servicer any court pleadings,
requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale in respect of a Mortgaged
Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note (including any note evidencing
a related Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided
by the Mortgage Note or Mortgage or otherwise available at law or in equity. The Special Servicer shall be responsible for the
preparation of all such documents and pleadings. When


 






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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 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.


 






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The
Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section
3.04(a), additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following
amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications,
waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loans, to the
extent not prohibited by the related Intercreditor Agreement); provided that with respect to such transactions, the consent
of, and/or processing by, the Special Servicer is not required to take such action and, in the event that the Special Servicer’s
consent and/or processing is required, then the Master Servicer shall be entitled to 50% of such fees, (ii) 100% of all assumption
application fees and other similar fees received on any Mortgage Loans solely to the extent the Master Servicer is processing
the underlying transaction (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor
Agreement) (whether or not the consent of the Special Servicer is required) and any fee actually paid by a Mortgagor in connection
with the defeasance of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan (provided
that 50% of the portion of any fees payable solely in connection with any modification, waiver, amendment or consent executed
in connection with a defeasance transaction for which the consent, processing or approval of the Special Servicer is required
(and specifically excluding any defeasance fees), must be paid by the Master Servicer to the Special Servicer); (iii) 100% of
assumption, waiver, consent and earnout fees, and other similar fees (other than assumption application fees and defeasance 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 that the consent, processing or approval of the Special Servicer is not required to take such actions, (iv)
50% of all assumption, waiver, consent and earnout fees, and other similar fees (other than assumption application and defeasance
fees), pursuant to Section 3.08 and Section 3.18 on any Non Specially Serviced Loan (including any related Serviced
Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) for which the Special Servicer’s processing,
consent or approval is required and only to the extent that all amounts then due and payable with respect to the related Mortgage
Loan have been paid, (v) 100% of charges by the Master Servicer collected for checks returned for insufficient funds and (vi)
100% of charges for beneficiary statements or demands actually paid by the related borrowers under such Mortgage Loans (and any
related Serviced Pari Passu Companion Loan) that are not Specially Serviced Loans. 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


 






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P&I
Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in the Servicing Account
which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor and (iv) the difference, if
positive, between Prepayment Interest Excess and Prepayment Interest Shortfalls collected on the Mortgage Loans and any Serviced
Pari Passu Companion Loan, during the related Collection Period to the extent not required to be paid as Compensating Interest
Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its
servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers
and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the
extent such expenses are not payable directly out of the Collection Account and the Master Servicer shall not be entitled to reimbursement
therefor except as expressly provided in this Agreement.


 


Notwithstanding
anything herein to the contrary, the Master Servicer and the Special Servicer shall each be entitled to charge and retain reasonable
review fees in connection with any Mortgagor request to the extent such fees are not prohibited under the related Mortgage Loan
documents and are actually paid by or on behalf of the related Mortgagor. Notwithstanding anything herein to the contrary, KeyBank
National Association may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing Interest;
provided, however, that in the event of any resignation or termination of such Master Servicer, all or any portion
of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion
of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05
and who requires market-rate servicing compensation that accrues at a per
annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable
Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer
shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent
the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination
of KeyBank National Association hereunder (subject to reduction pursuant to the preceding sentence).


 


Other
than with respect to Penalty Charges, the Master Servicer and the Special Servicer shall each have the right in its sole discretion,
but not any obligation, to reduce or elect not to charge its respective percentage interest in any fee or payment payable to such
party; provided, however without the consent of the affected party, (x) neither the Master Servicer nor the Special
Servicer shall have the right to reduce or elect not to charge the percentage interest of any fee due to the other and (y) to
the extent either of the Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective
percentage interest in any fee, the party that reduced or elected not to charge such fee shall not have any right to share in
any portion of the other party’s fee. For the avoidance of doubt, if the Master Servicer decides not to charge any fee (other
than with respect to Penalty Charges), the Special Servicer shall still be entitled to charge the portion of the related fee the
Special Servicer would have been entitled to if the Master Servicer had charged a fee and the Master Servicer shall not be entitled
to any of such fee charged by the Special Servicer.


 


(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


 






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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 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 other similar items received with
respect to Mortgage Loans for which the Special Servicer is processing the underlying assumption related transaction, (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, processing or approval of the Special Servicer is required (and specifically
excluding any defeasance fees), (iv) 100% of all 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 processing, consent or approval 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). In addition, the Special Servicer shall also be entitled to retain as additional servicing
compensation (other than with respect to any Non-Serviced Mortgage Loan) reasonable review fees in connection with any Mortgagor
request to the extent such review fees are not prohibited under the related Mortgage Loan documents, and only to the extent actually
paid by the related Mortgagor. The Special Servicer shall also be entitled to additional servicing compensation in the form of
a Workout Fee with respect to each Corrected Loan at the Workout Fee Rate on such Corrected Loan for so long as it remains a Corrected
Loan; provided, however, that after receipt by the Special Servicer of Workout Fees with respect to such Corrected
Loan in an amount equal


 






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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 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


 






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entitled
to additional fees in the form of Penalty Charges. The Special Servicer shall be required to pay out of its own funds all expenses
incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts, other
than management fees in respect of REO Properties, due and owing to any of its Sub-Servicers and the premiums for any blanket
Insurance Policy obtained by it insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses
are not expressly payable directly out of the Collection Account or the REO Account, and the Special Servicer shall not be entitled
to reimbursement therefor except as expressly provided in this Agreement.


 


With
respect to any split fee (other than a fee split with respect to Penalty Charges), the Master Servicer and the Special Servicer
shall each have the right in its sole discretion, but not any obligation, to reduce or elect not to charge its respective percentage
interest in any fee or payment payable to such party; provided, however without the consent of the affected party,
(x) neither the Master Servicer nor the Special Servicer shall have the right to reduce or elect not to charge the percentage
interest of any fee due to the other and (y) to the extent either of the Master Servicer or the Special Servicer exercises its
right to reduce or elect not to charge its respective percentage interest in any fee, the party that reduced or elected not to
charge such fee shall not have any right to share in any portion of the other party’s fee. For the avoidance of doubt, if
the Master Servicer decides not to charge any fee (other than with respect to Penalty Charges), the Special Servicer shall still
be entitled to charge the portion of the related fee the Special Servicer would have been entitled to if the Master Servicer had
charged a fee and the Master Servicer shall not be entitled to any of such fee charged by the Special Servicer.


 


(d)       In
determining the compensation of the Master Servicer or the Special Servicer, as applicable, with respect to Penalty Charges, on
any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage Loan)
and any related Companion Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the Master
Servicer, the Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion Loan, if applicable
(and, in connection with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable Non-Serviced
Special Servicer or the applicable Non-Serviced Trustee for interest on the servicing advances made by any such party with respect
to a Non-Serviced Whole Loan pursuant to the applicable Non-Serviced PSA, to the extent not prohibited by the applicable Non-Serviced
Intercreditor Agreement) due on such Distribution Date, (ii) the Trust for all interest on Advances previously paid to the Master
Servicer or the Trustee pursuant to Section 3.05(a)(vi) hereof (and, in connection with a Non-Serviced Mortgage Loan, the
related trust for all interest on servicing advances reimbursed by such trust to any party under the applicable Non-Serviced PSA,
which resulted in an additional expense for the Trust, to the extent not prohibited by the applicable Non-Serviced Intercreditor
Agreement) with respect to such Mortgage Loan or related Companion Loan, if applicable and (iii) the Trust for all additional
expenses of the Trust (other than Special Servicing Fees, Workout Fees and Liquidation Fees), including without limitation, inspections
by the Special Servicer and all unpaid Advances incurred since the Closing Date with respect to such Mortgage Loan. Penalty Charges
(other than with respect to a Non-Serviced Mortgage Loan, which shall be payable as additional servicing compensation under the
related Non-Serviced PSA) remaining thereafter shall be distributed to the Master Servicer, if and to the extent accrued while
such Mortgage Loan and any related Companion Loan was a Non-Specially Serviced Loan, and to the Special Servicer, if


 






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and
to the extent accrued on such Mortgage Loan during the period such Mortgage Loan was a Specially Serviced Loan or REO Loan. Any
Penalty Charges paid or payable as additional servicing compensation to the Master Servicer and the Special Servicer shall be
distributed between the Master Servicer and the Special Servicer, on a pro rata basis, based on the Master Servicer’s and
the Special Servicer’s respective entitlements to such compensation described in the previous sentence. If the Special Servicer
has partially waived any Penalty Charge (part of which accrued prior to the related Servicing Transfer Event), any collections
in respect of such Penalty Charge shall be shared pro rata by the Master Servicer and the Special Servicer based on the respective
portions of such Penalty Charge to which each would otherwise have been entitled. If the Master Servicer has partially waived
any Penalty Charge (part of which accrued subsequent to the occurrence of a Servicing Transfer Event and prior to the date such
Mortgage Loan or Serviced Whole Loan became a Corrected Loan), any collections in respect of such Penalty Charge shall be shared
pro rata by the Master Servicer and the Special Servicer based on the respective portions of such Penalty Charge to which each
would otherwise have been entitled. Notwithstanding the foregoing, Penalty Charges with respect to any Companion Loan will be
allocated pursuant to the applicable Intercreditor Agreement after payment of all related Advances and interest thereon and additional
expenses of the Trust in accordance with this Section 3.11(d).


 


(e)       With
respect to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer within two
(2) Business Days following the Determination Date, and the Master Servicer shall deliver, to the extent it has received, to the
Certificate Administrator, without charge and on the same day as the Master Servicer is required to deliver the CREFC® Investor
Reporting Package for such Distribution Date, an electronic report (which may include HTML, word or excel compatible format, clean
and searchable PDF format or such other format as mutually agreeable between the Certificate Administrator and the Special Servicer)
that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any
of its Affiliates, if any, with respect to such Distribution Date; provided that no such report shall be due in any month
during which no Disclosable Special Servicer Fees were received.


 


(f)       The
Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement)
from any Person (including, without limitation, the Trust, any Mortgagor, any property manager, any guarantor or indemnitor in
respect of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout
or foreclosure of any Mortgage Loan, the management or disposition of any REO Property, or the performance of any other special
servicing duties under this Agreement, other than as expressly provided in this Section 3.11; provided that such
prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 


(g)       Pursuant
to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions set
forth on Exhibit JJ hereto or such other payment instructions as CREFC® may provide to the Master Servicer
in writing at least two Business Days prior to the Master Servicer Remittance Date) the CREFC® Intellectual Property
Royalty License Fee on a monthly basis. The Master Servicer shall withdraw from the Collection


 






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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 (or, with respect to a Specially
Serviced Loan and REO Properties, the Special Servicer) shall perform (at its own expense), or shall cause to be performed
(at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Mortgaged
Property securing a Non-Serviced Mortgage Loan, which is subject to inspection pursuant to the related Non-Serviced PSA) 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 any related AB Mortgage Loan (and any Pari Passu Companion Loan(s), on a pro
rata basis) (provided that, with respect to any AB Subordinate Companion Loan,
the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any
amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB
Subordinate Companion Loan), in each case, prior to being payable out of general collections. The Special Servicer or the
Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection (A) detailing
the condition of and any damage to the Mortgaged Property to the extent evident from the inspection, (B) specifying the
existence of (i) any vacancy in the Mortgaged Property that the preparer of such report has knowledge of and deems material,
(ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that
is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of which the preparer of
such report has knowledge or that is evident from the inspection, and that the preparer of such report deems material and
(iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or
that is evident from the inspection, and (C) including photographs of each inspected Mortgaged Property. The Special Servicer
and the Master Servicer shall each deliver a copy (in


 






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electronic
format) of each such report prepared by it to the other party, to the Directing Holder ((i) prior to the occurrence and continuance
of a Control Termination Event and (ii) other than with respect to any Excluded Loan), to the Certificate Administrator (for posting
to the Certificate Administrator’s Website for review by Privileged Persons) and to the Trustee within seven (7) Business
Days after the later of (i) the completion of such report or (ii) the Special Servicer’s or the Master Servicer’s,
as applicable, receipt of such report. Within five (5) Business Days after request for copies of such reports by the Rating Agencies,
the Special Servicer or the Master Servicer, as applicable, shall deliver a copy (in electronic format) of each such report prepared
by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information
Provider’s Website. In respect of any Mortgage Loan other than an Excluded Loan as to such party and prior to the occurrence
of a Consultation Termination Event, the Master Servicer shall deliver or make available a copy of each such report to the Directing
Holder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered
until further notice) (except, after the occurrence and continuance of a Consultation Termination Event or with respect to any
Specially Serviced Loan that is an Excluded Loan as to such party).


 


(b)       The
Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially Serviced
Loan shall make efforts consistent with the Servicing Standard to collect promptly and review from each related Mortgagor quarterly
and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly
and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of
the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage
Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage
Loan (and each Serviced Companion Loan) documents. The Master Servicer and the Special Servicer shall not be required to request
such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant
to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements,
budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following
their preparation. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days of receipt,
and the Master Servicer 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 the Special Servicer, as applicable, shall deliver, upon request of any NRSRO, copies of any or
all of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c) who shall
post such items to the 17g-5 Information Provider’s Website.


 


In
addition, the Master Servicer (with respect to Non-Specially Serviced Loans and Non-Serviced Mortgage Loan) or the Special Servicer
(with respect to Specially Serviced


 






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Loans
that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect
to each Mortgaged Property and REO Property:


 


(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 December 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 Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans
and REO Properties), as applicable, shall deliver or make available copies (in electronic format) each CREFC® Operating
Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation
and each material revision thereof) to the Certificate Administrator, the Operating Advisor and, upon request, each related Companion
Holder (with respect to any Serviced Companion Loan) by electronic means.


 


(ii)       Within
forty-five (45) days after receipt of 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 Non-Specially Serviced Loans) or the Special Servicer
(with respect to Specially Serviced Loans and REO Properties), as applicable, shall deliver or make available copies (in electronic
format) each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls
(in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator
each related Companion Holder (with respect to any Serviced Companion Loan) and, upon request, the Operating Advisor, 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 CREFC® Loan Liquidation
Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports with respect to the
Specially Serviced Loans (excluding, for the Directing Holder, any Excluded Loans as to such party) and any REO Properties (other
than a


 






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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 November 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 October 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 October 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. In no event shall any report described in this
subsection be required to reflect information that has not been collected by or delivered to the Master Servicer, or any payments
or collections not received by the Master Servicer, as of the close of business on the Business Day prior to the Business Day
on which the report is due.


 


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


 






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from
the Master Servicer via email at KC_Investor_Reporting@KeyBank.com, with a copy to the Depositor at chuck.lee@credit-suisse.com.
In preparing the CREFC® Schedule AL File and any Schedule AL Additional File for any given Distribution Date, and
without any due diligence, investigation or verification, the Master Servicer shall be entitled to conclusively rely, absent manifest
error, on the content, completeness, accuracy and compliance with any applicable requirements of Items 1111(h) and 1125 of Regulation
AB and Item 601(b) of Regulation S-K under the Securities Act as in effect on the Closing Date of the Initial Schedule AL File,
any Initial Schedule AL Additional File and Annex A-1 to the Prospectus. The Master Servicer may concurrently with the delivery
of the related CREFC® Schedule AL File, deliver any related Schedule AL Additional File in EDGAR-Compatible Format
to the Certificate Administrator. The CREFC® Schedule AL File and the Schedule AL Additional File shall each be
a single file. Neither the Certificate Administrator nor the Master Servicer shall be required to combine multiple CREFC®
Schedule AL Files or Schedule AL Additional Files, unless, solely with respect to the Master Servicer, multiple Sub-Servicers
prepare and submit such CREFC® Schedule AL Files or Schedule AL Additional Files to the Master Servicer. The Certificate
Administrator shall not be required to review, redact, reconcile, edit or verify the content, completeness or accuracy of the
information contained in any CREFC® Schedule AL File or any Schedule AL Additional File. The Certificate Administrator
shall not be deemed to have actual knowledge of the contents of any CREFC® Schedule AL File or Schedule AL Additional
File solely by its receipt thereof.


 


In
the absence of manifest error, the Master Servicer shall be entitled to conclusively rely upon, without investigation or inquiry,
any information and reports delivered to it by any third party, and the Certificate Administrator shall be entitled to conclusively
rely upon the Master Servicer’s reports and the Special Servicer’s reports and any information provided by the Trustee,
without any duty or obligation to recompute, verify or recalculate any of the amounts and other information stated therein.


 


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


 






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(f)       Notwithstanding
the foregoing, however, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required
to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Master
Servicer or the Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or the Special
Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure
of information with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and the Special Servicer may disclose
any such information or any additional information to any Person so long as such disclosure is consistent with applicable law
and the Servicing Standard. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer
it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(g)       Unless
otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver any statement, report
or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case may be, may satisfy
such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement,
report or information in a commonly used electronic format or (z) except with respect to information to be provided to the Certificate
Administrator or any Companion Holder and, prior to the occurrence of a Consultation Termination Event, the Directing Holder,
making such statement, report or information available on the Master Servicer’s or the Special Servicer’s Internet
website, unless this Agreement expressly specifies a particular method of delivery.


 


Notwithstanding
anything to the contrary in the foregoing, the Master Servicer and the Special Servicer shall deliver any required statements,
reports or other information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator
and the Master Servicer or the Special Servicer, as the case may be. The Master Servicer or the Special Servicer may physically
deliver a paper copy of any such statement, report or information as a temporary measure due to system problems, however, copies
in electronic format shall follow upon the correction of such system problems.


 


Section
3.13 Access to Certain Information. (a) Each of the Master
Servicer and the Special Servicer shall provide or cause to be provided to the Certificate Administrator, and the Certificate
Administrator shall afford access to any Mortgage Loan Seller and to any Certificateholder that is a federally insured financial
institution, the OCC, the FDIC, the Board of Governors of the Federal Reserve System of the United States of America and the supervisory
agents and examiners of such boards and such corporations, and any other federal or state banking or insurance regulatory authority
that may exercise authority over any such Certificateholder, and to each Holder of a Non-Registered Certificate, access to any
documentation or information regarding the Mortgage Loans (other than any Non-Serviced 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


 






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Directing
Holder (prior to the occurrence of a Consultation Termination Event) and the Trustee and the Certificate Administrator on its
own behalf or on behalf of the Certificateholders, as applicable) of a sum sufficient to cover the reasonable out-of-pocket costs
incurred by it in making such copies. Such access shall (except as described in the preceding sentence) be afforded without charge
but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator
or the Custodian.


 


The
failure of the Master Servicer or the Special Servicer to provide access as provided in this Section 3.13 as a result of
a confidentiality obligation shall not constitute a breach of this Section 3.13. In connection with providing information
pursuant to this Section 3.13, the Master Servicer and the Special Servicer may each (i) affix a reasonable disclaimer
to any information provided by it for which it is not the original source (without suggesting liability on the part of any other
party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such
information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form
of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being
provided through the Master Servicer’s or the Special Servicer’s website; (iii) withhold access to confidential information
or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage
Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents
or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary,
the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by it
pursuant to this Agreement shall not constitute a breach of this Agreement to the extent that the Master Servicer or the Special
Servicer, as the case may be, determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard,
that such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure
of information with respect to the Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client
privilege on behalf of the Trust or the Trust or otherwise materially harm the Trust or the Trust. Without limiting the generality
of the foregoing, the Master Servicer or the Special Servicer may refrain from disclosing information that it reasonably determines
would prejudice the interest of the Certificateholders with respect to a workout or exercise of remedies as to any particular
Mortgage Loan.


 


Upon
the reasonable request of any Certificateholder or Certificate Owner (or with respect to any AB Subordinate Companion Loan, the
holder of such AB Subordinate Companion Loan) that has delivered an Investor Certification to the Master Servicer or the Special
Servicer, as applicable, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect
to Specially Serviced Loans), as applicable, may provide (or forward electronically) at the expense of such Certificateholder
or holder of such AB Subordinate Companion Loan, as applicable, copies of any appraisals, operating statements, rent rolls and
financial statements (in each case, solely relating to the related Serviced Whole Loan, if requested by the holder of an AB Subordinate
Companion Loan) obtained by the Master Servicer or the Special Servicer, as the case may be; provided that, in connection
with such request, the Master Servicer or the Special Servicer, as applicable, may require a written confirmation executed by
the requesting Person substantially in such form as may be reasonably acceptable to


 






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the
Master Servicer or the Special Servicer, as applicable, generally to the effect that such Person will keep such information confidential
and shall use such information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder
or holder of such AB Subordinate Companion Loan, as applicable, may have under this Agreement. In addition, upon the reasonable
request of any Controlling Class Certificateholder identified to the Master Servicer (in the case of a Non-Specially Serviced
Loan) or the Special Servicer (in the case of a Specially Serviced Loan) to the Master Servicer’s or the Special Servicer’s
reasonable satisfaction and if the requested information is in the Master Servicer’s or the Special Servicer’s possession,
the Master Servicer or the Special Servicer, as applicable, shall provide or make available (or forward electronically) to such
Controlling Class Certificateholder (at the expense of such Controlling Class Certificateholder) any Excluded Information (available
to Privileged Persons through the Certificate Administrator’s Website but not accessible to such Controlling Class Certificateholder
through the Certificate Administrator’s Website on account of it constituting Excluded Information) relating to any Excluded
Controlling Class Loan with respect to which such Controlling Class Certificateholder is not an Excluded Controlling Class Holder;
provided that, in connection therewith, the Master Servicer or the Special Servicer may require a written confirmation
executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special
Servicer, generally to the effect that such Person is a Controlling Class Certificateholder, will keep such Excluded Information
confidential and is not a Borrower Party, upon which the Master Servicer or the Special Servicer may conclusively rely. In addition,
the Master Servicer and the Special Servicer shall be entitled to conclusively rely on delivery from a Controlling Class Certificateholder
of an investor certification substantially in the form of Exhibit P-1E that such Controlling Class Certificateholder is
not an Excluded Controlling Class Holder with respect to a particular Mortgage Loan.


 


Notwithstanding
anything to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as
specifically provided for herein with respect to the Directing Certificateholder), unless required by applicable law or court
order, no Certificateholder or beneficial owner shall be given access to, or be provided copies of, the Mortgage Files or Diligence
Files.


 


(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;


 






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(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;


 


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


 


(D)       all
Operating Advisor Annual Reports;


 


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


 


(A)       summaries
of Final Asset Status Reports or, prior to an AB Control Appraisal Period summaries of Asset Status Reports approved by the holder
of the related Companion Loan and related information delivered to the Certificate Administrator pursuant to Section 3.19(d);
and


 


(B)       all
property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a);


 






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(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;


 


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


 


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


 


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


 


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


 


(M)       any
notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant to


 






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     Section
7.01(d), the Operating Advisor pursuant to Section 3.26(i) or the Asset Representations Reviewer pursuant to Section
12.05(b);


 


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


 


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


 


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


 


(Q)       any
notice of the occurrence of an Asset Representations Reviewer Termination Event;


 


(R)       any
assessments of compliance delivered to the Certificate Administrator;


 


(S)       any
attestation reports delivered to the Certificate Administrator;


 


(T)       any
“special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website pursuant
to Section 5.06;


 


(U)       any
notice or document provided to the Certificate Administrator by the Master Servicer or the Depositor directing the Certificate
Administrator to post the same as a “special notice”;


 


(V)       any
Proposed Course of Action Notice;


 


(W)       any
notice or document delivered to the Certificate Administrator by the Depositor or the Master Servicer directing the Certificate
Administrator to post same as a “special notice”;


 


(vi)       the
“Investor Q&A Forum” pursuant to Section 4.07(a);


 


(vii)       solely
to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant to Section
4.07(b); and


 


(viii)       the
“Risk Retention Special Notices” tab;


 


provided
that with respect to a Control Termination Event or a Consultation Termination Event deemed to exist due solely to the existence
of an Excluded Loan as to the Directing Holder or, in the case of the Directing Certificateholder or the Holder of the majority
of the Controlling Class, the Certificate Administrator shall only be required to make available such notice of the occurrence
and continuance of a Control Termination Event or the notice of


 






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the
occurrence and continuance of a Consultation Termination Event to the extent the Certificate Administrator has been notified of
such Excluded Loan as to such party.


 


The
Certificate Administrator shall, in addition to posting the applicable notices on the “risk retention special notices”
tab described in clause (viii) above, provide email notification to any Privileged Person (other than Financial Market Publishers)
that has registered to receive access to the Certificate Administrator’s Website that a notice has been posted to the “risk
retention special notices” tab.


 


The
Certificate Administrator shall post on the Certificate Administrator’s Website the items and reports identified in clauses
(iii)(A) and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator,
and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and
reports related to the Mortgage Loans available through its Internet website.


 


Notwithstanding
the foregoing, all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
on the Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i)  through
(vii) above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower
Party (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only
be prohibited with respect to the related Excluded Controlling Class Loan(s)).


 


Any
Person that is a Borrower Party shall only be entitled to access (a) the Distribution Date Statements, and the following items
made available to the general public: the Prospectus, this Agreement, the Mortgage Loan Purchase Agreements and the SEC filings
on the Certificate Administrator’s Website, and (b) in the case of the Directing Holder or a Controlling Class Certificateholder,
if any such Person becomes an Excluded Controlling Class Holder, upon delivery to the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator and the Trustee in physical form of an investor certification substantially in
the forms of Exhibit P-1D and Exhibit P-1B and upon delivery to the Certificate Administrator in physical form of
an investor certification substantially in the form of Exhibit P-1F, which shall include each of the CTSLink User ID associated
with such Excluded Controlling Class Holder, all information (other than the Excluded Information with respect to any Excluded
Controlling Class Loans (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such
access shall only be prohibited with respect to the related Excluded Controlling Class Loans)) available on the Certificate Administrator’s
Website.


 


In
the case of the Directing Holder or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon
delivery of an investor certification substantially in the form of Exhibit P-1B hereto, such Directing Holder or Controlling
Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s Website. The Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee may each rely on (i) an investor
certification in the form of Exhibit P-1B hereto from the Directing Holder or a Controlling Class Certificateholder to
the effect that


 






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such
Person is not an Excluded Controlling Class Holder and (ii) an investor certification in the form of Exhibit P-1D hereto
from the Directing Holder or a Controlling Class Certificateholder to the effect that such Person is an Excluded Controlling Class
Holder with respect to one or more Excluded Controlling Class Loan(s). In the event the Directing Holder or a Controlling Class
Certificateholder becomes an Excluded Controlling Class Holder, such party shall promptly notify each of the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in writing substantially in the form
of Exhibit P-1E that such party has become an Excluded Controlling Class Holder with respect to the Excluded Controlling
Class Loan(s) and/or Excluded Loan(s) listed in such notice and shall also provide the Certificate Administrator a notice substantially
in the form of Exhibit P-1F listing each of the CTSLink User ID associated with such Excluded Controlling Class Holder
and directing the Certificate Administrator to restrict such Excluded Controlling Class Holder’s access to the Certificate
Administrator’s Website as and to the extent provided in this Agreement. Upon confirmation from the Certificate Administrator
that such access has been restricted, such Excluded Controlling Class Holder shall submit a new investor certification substantially
in the form of Exhibit P-1E to access the information on the Certificate Administrator’s Website, except that such
Excluded Controlling Class Holder shall not be entitled to access any Excluded Information related to any Excluded Controlling
Class Loan(s) and/or Excluded Loan(s) (unless a loan-by-loan segregation is later performed by the Certificate Administrator in
which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loan(s)) and/or Excluded
Loan(s) made available on the Certificate Administrator’s Website. With respect to any Excluded Information sent for posting
on the Certificate Administrator’s Website, each of the Master Servicer, the Special Servicer and the Operating Advisor
shall mark or label such information as “Excluded Information” prior to delivery to the Certificate Administrator,
and the Certificate Administrator shall segregate on the Certificate Administrator’s Website such Excluded Information (and,
if possible, on loan-by-loan basis) from information relating to other Mortgage Loans or Whole Loans, as applicable.


 


Notwithstanding
anything herein to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate
Administrator shall be entitled to conclusively assume that the Directing Holder and all beneficial owners of the Certificates
of the Controlling Class are not Excluded Controlling Class Holders except to the extent that the Master Servicer, the Special
Servicer, the Operating Advisor or the Certificate Administrator, as applicable, has received a notice substantially in the form
of Exhibit P-1E from the Directing Holder or a Controlling Class Certificateholder that it has become an Excluded Controlling
Class Holder. None of the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall
be liable for any communication to the Directing Holder or a Controlling Class Certificateholder that is an Excluded Controlling
Class Holder or disclosure of any information relating to an Excluded Controlling Class Loan (including any related Excluded Information
delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website) if the Master Servicer,
the Special Servicer, the Operating Advisor or the Certificate Administrator, as applicable, did not receive prior written notice
that the related Mortgage Loan is an Excluded Controlling Class Loan and/or, with respect to any related Excluded Information
posted on the Certificate Administrator’s Website, such information was not delivered to the Certificate Administrator in
accordance with Section 3.30.


 


Each
of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively
rely on delivery from the Directing Holder or a Controlling Class Certificateholder of an investor certification substantially
in the


 






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form
of Exhibit P-1B that it is not or is no longer an Excluded Controlling Class Holder. To the extent the Directing Holder
or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded Information on the Certificate
Administrator’s Website or otherwise receives access to such Excluded Information, such Directing Holder or Controlling
Class Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly provide any such Excluded Information
to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees or personnel of such Directing
Holder or Controlling Class Certificateholder or any of its Affiliate involved in the management of any investment in the related
Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect
ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies
and procedures in place in order to comply with the obligations described in clause (i) above.


 


To
the extent the Risk Retention Consultation Party or a Holder of a VRR Interest receives access pursuant to this Agreement to any
information solely related to a Mortgage Loan with respect to which such party is a Borrower Party (which shall include any Asset
Status Reports, Final Asset Status Reports (or summaries thereof)), inspection reports related to Specially Serviced Loans conducted
by the Special Servicer or any Excluded Special Servicer and which may include any Operating Advisor reports delivered to the
Certificate Administrator regarding the Special Servicer’s net present value determination or any Appraisal Reduction Amount
calculations delivered pursuant to Section 3.26(d), and any Officer’s Certificates delivered by the Trustee, the
Master Servicer or the Special Servicer, supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable
Advance, but in each case other than information with respect to such Mortgage Loan that is aggregated with information of other
Mortgage Loans at a pool level), on the Certificate Administrator’s Website or otherwise receives access to such information,
such Risk Retention Consultation Party or Holder of a VRR Interest shall be deemed to have agreed that it (i) will not directly
or indirectly provide any such information to (A) the related Borrower Party, (B) any employees or personnel of such Risk Retention
Consultation Party or Holder of a VRR Interest or any of its Affiliates involved in the management of any investment in the related
Borrower Party or the related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a direct or indirect
ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies
and procedures in place in order to comply with the obligations described in clause (i) above. For the avoidance of doubt,
any file or report contained in the CREFC® Investor Reporting Package (CREFC® IRP) (other than the
CREFC® Special Servicer Loan File relating to any such Excluded Loan) shall be considered information that is aggregated
with information of other Mortgage Loans at a pool level.


 


The
Certificate Administrator makes no representation or warranty as to the accuracy or completeness of any report, document or other
information made available on its Internet website or its filing of such information, including, but not limited to, filing via
EDGAR, and assumes no responsibility therefor, other than with respect to such reports, documents or other information prepared
by the Certificate Administrator. In addition, the Certificate Administrator may disclaim responsibility for any information distributed
by it or filed by it, as applicable, for which it is not the original source. Notwithstanding anything herein to the contrary,
the Certificate Administrator shall not be liable for any disclosure of information relating to any Excluded Controlling Class
Loan to the extent such information was included in


 






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the
Asset Status Report or the Final Asset Status Report delivered to the Certificate Administrator for posting to the Certificate
Administrator’s Website and not properly identified as relating to any Excluded Controlling Class Loan.


 


In
connection with providing access to the Certificate Administrator’s Website (other than with respect to access provided
to the general public in accordance with Section 3.13(b), the Certificate Administrator may require registration and the
acceptance of a disclaimer. The Certificate Administrator shall not be liable for the dissemination of information in accordance
herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s
CMBS customer service desk at (866) 846-4526.


 


(c)       The
17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent such
items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “CSAIL 2017-CX9” 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;


 


(x)         any
requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);


 






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(xi)          any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the
successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


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


 


(xiii)        any notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to
Section 7.01;


 


(xiv)        any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;


 


(xv)         any notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 13.01(a)(ix);


 


(xvi)        any Operating Advisor Annual Report pursuant to Section 3.26;


 


(xvii)       any summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed
toward the Master Servicer, the Special Servicer, Certificate Administrator or Trustee regarding any of the information delivered
to the 17g-5 Information Provider pursuant to this Section 3.13(c) or regarding any request for a Rating Agency Confirmation
or regarding any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans or any related Companion
Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable
Intercreditor Agreement; provided that the summary of such oral communication shall not identify the Rating Agency with
whom the communication was held pursuant to Section 3.13(f);


 


(xviii)      any other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation, Section 2.03(b),
Section 3.07(a), Section 3.12, Section 3.17(c), Section 3.18(g); Section 11.09
 or Section 11.10; and


 


(xix)        any other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.


 


The
foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website.
Information will be posted on the same Business Day of receipt provided that such information is received by 2:00 p.m.,
New York City time, or, if received after 2:00 p.m., New York City time, on the next Business Day by 12:00 p.m., New York
City time; provided, however, that any information delivered pursuant to Section 3.13(d) shall be posted
in accordance with Section 3.13(d). The 17g-5 Information Provider shall have no obligation or duty to verify, confirm
or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise
is or is not anything other than what it purports to be. In the event that any information is delivered or posted in error, each
of the Certificate Administrator and the 17g-5 Information Provider may remove such information from the 17g-5 Information Provider’s
Website. The Certificate Administrator and the 17g-5 Information Provider have not obtained and shall not be deemed to


 



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 have obtained
actual knowledge of any information merely by posting such information to the Certificate Administrator’s Website or the
17g-5 Information Provider’s Website to the extent such information was not produced by the Certificate Administrator or
the 17g-5 Information Provider, as applicable. Access will be provided by the 17g-5 Information Provider to the NRSROs upon receipt
of an NRSRO Certification in the form of Exhibit P-2 hereto (which certification may be submitted electronically via
the 17g-5 Information Provider’s Website). If a Rating Agency requests access to the 17g-5 Information Provider’s
Website, access shall be granted by the 17g-5 Information Provider on the same Business Day, provided that such request is made
prior to 2:00 p.m., New York City time, on such Business Day, or if received after 2:00 p.m., New York City time, on the following
Business Day. Questions regarding delivery of information to the 17g-5 Information Provider may be directed to (866) 846-4526
or 17g5informationprovider@wellsfargo.com (specifically referencing “CSAIL 2017-CX9” in the subject line).


 


Upon
delivery by the Depositor to the 17g-5 Information Provider of information designated by the Depositor as pre-closing information
from the Depositor’s 17g-5 Website (the “Pre-close Information”), the 17g-5 Information Provider shall
make such information available only to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant
to this Section 3.13(c). Such information shall be provided to the 17g-5 Information Provider via electronic media
and delivered to the 17g-5 Information Provider as mutually agreed. The Depositor shall not be entitled to direct the 17g-5 Information
Provider to provide access to the Pre-close Information or any other information on the 17g-5 Information Provider’s Website
to any designee or third party.


 


Upon
request of the Depositor or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s
Website any additional information requested by the Depositor or the Rating Agencies to the extent such information is delivered
to the 17g-5 Information Provider electronically in accordance with this Section 3.13. In no event shall the 17g-5
Information Provider disclose on the 17g-5 Information Provider’s Website the Rating Agency that requested such additional
information.


 


The
17g-5 Information Provider shall provide a mechanism to notify each Person that has signed-up for access to the 17g-5 Information
Provider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted to
the 17g-5 Information Provider’s Website. The 17g-5 Information Provider shall notify any party that delivers information
to the 17g-5 Information Provider under this Agreement that such notification was received and that it has been posted.


 


Any
information required to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to
it via electronic mail at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “CSAIL 2017-CX9”
and an identification of the type of information being provided in the body of such electronic mail, or via any alternative electronic
mail address following notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information
Provider.


 


(d)          Certain information concerning the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC®
reports and supplemental notices with


 



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 respect to such Distribution Date Statements and CREFC® reports) shall
be provided by the Certificate Administrator to third parties (including Bloomberg, L.P., Thomson Reuters Corporation, Trepp,
LLC, Intex Solutions, Inc., CMBS.com, Inc., Moody’s Analytics and BlackRock Financial Management Inc.) with the consent
of the Depositor, and providing such information shall not constitute a breach of this Agreement by the Certificate Administrator.
Such information will be made available to such third parties upon receipt of a certificate in the form of Exhibit P-3 hereto, which certification may be submitted electronically via the Certificate Administrator’s Website.


 


(e)           Each of the Master Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt,
also deliver, produce or otherwise make available through its website or otherwise, any additional information relating to the
Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties (other
than any Non-Serviced Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and any other
Persons who deliver an Investor Certification in accordance with this Section 3.13 and the Rating Agencies (collectively,
the “Disclosure Parties”) (only to the extent such additional information is simultaneously delivered to the
17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website in accordance with the provisions of
Section 3.13(c)), in each case, except to the extent doing so is prohibited by this Agreement (including without limitation,
any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged Information),
applicable law or by the related Mortgage Loan documents. Each of the Master Servicer and the Special Servicer shall be entitled
to (i) indicate the source of such information and affix thereto any disclaimer it deems appropriate in its discretion and/or
(ii) require that the recipient of such information (A) except for the Depositor and the Rating Agencies, enter into
(x) an Investor Certification, (y) a confidentiality agreement substantially in the form of Exhibit X or
(z) a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s
or the Special Servicer’s website, and (B) acknowledge that the Master Servicer or the Special Servicer may contemporaneously
provide such information to any other Disclosure Party. In addition, to the extent access to such information is provided via
the Master Servicer’s or the Special Servicer’s website, the Master Servicer and the Special Servicer may require
registration and the acceptance of a reasonable and customary disclaimer and/or an additional or alternative agreement as to the
confidential nature of such information. In connection with providing access to or copies of the information described in this
Section 3.13(e) to current or prospective Certificateholders the form of confidentiality agreement used by the Master
Servicer or the Special Servicer, as applicable, shall be: (i) in the case of a Certificateholder, an Investor Certification
executed by the requesting Person indicating that such Person is a Holder of Certificates and will keep such information confidential
(except that such Certificateholder may provide such information (x) to its auditors, legal counsel and regulators and (y) to
any other Person that holds or is contemplating the purchase of any Certificate or interest therein (provided that such
other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information
confidential)); and (ii) in the case of a prospective purchaser of Certificates or interests therein or an investment advisor
related thereto, an Investor Certification indicating that such Person is a prospective purchaser of a Certificate or an interest
therein or an investment advisor related thereto and is requesting the information for use in evaluating a possible investment
in Certificates and will otherwise keep such information confidential with no further


 



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 dissemination (except that such Certificateholder
may provide such information to its auditors, legal counsel and regulators). In the case of a licensed or registered investment
advisor acting on behalf of a current or prospective Certificateholder, the Investor Certification shall be executed and delivered
by both the investment advisor and such current or prospective Certificateholder.


 


Neither
the Master Servicer nor the Special Servicer shall be liable for its dissemination of information in accordance with this Agreement
or by others in violation of the terms of this Agreement. Neither the Master Servicer nor the Special Servicer shall be responsible
or have any liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant
to this Section 3.13 unless such information was produced by the Master Servicer or the Special Servicer, as applicable.


 


(f)            The Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be permitted (but not obligated)
to orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the
Mortgage Loans, the related Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related
Intercreditor Agreement; provided that such party summarizes the information provided to the Rating Agencies in such communication
in writing and provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth in
Section 3.13(c) the same day such communication takes place; provided, further, that the summary of
such oral communications shall not identify which Rating Agency the communication was with. The 17g-5 Information Provider shall
post such written summary on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 3.13(c).


 


In
connection with the delivery by the Master Servicer or the Special Servicer, as applicable, to the 17g-5 Information Provider
of any information, report, notice or document for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information
Provider shall notify the Master Servicer or the Special Servicer, as applicable, of when such information, report, notice or
document has been posted to the 17g-5 Information Provider’s Website. The Master Servicer or the Special Servicer, as applicable,
may, but is not obligated to, send such information, report, notice or other document to the applicable Rating Agency or Rating
Agencies so long as such information, report, notice or document (i) was previously provided to the 17g-5 Information Provider
or (ii) is simultaneously provided to the 17g-5 Information Provider.


 


(g)           The Special Servicer, subject to the limitations on delivery of Privileged Communications, shall deliver to the Operating Advisor
such reports and other information produced or otherwise available to the Directing Holder or the Risk Retention Consultation
Party (in each case, other than, prior to the occurrence and continuance of a Control Termination Event, any Asset Status Reports
that are not Final Asset Status Reports), or Certificateholders generally, requested by the Operating Advisor in support of the
performance of its obligations under this Agreement in electronic format.


 


(h)           None of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict
oral or written communications, or providing information, between the Master Servicer, the Operating Advisor, the Asset Representations
Reviewer or the


 



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 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 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


 



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 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 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.


 






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(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


 


(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


 



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own funds such amount as is necessary for such purposes unless (as evidenced by an Officer’s Certificate delivered to the
Trustee, the Special Servicer, the Depositor, the Certificate Administrator and the Directing Holder (with respect to the Directing
Holder, in respect of any Mortgage Loan other than an Excluded Loan as to such party, 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;


 


(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;


 






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(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 or Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to the extent
otherwise required pursuant to the terms of the related Intercreditor Agreement, then the Special Servicer shall promptly notify
in writing the Master Servicer, any related Companion Holder and any related mezzanine lender, as applicable, of any events requiring
notice under the Intercreditor Agreement in accordance with the terms thereof. Thereafter, any related


 



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 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 applicable Non-Serviced Special Servicer for the related Non-Serviced
Whole Loan, the Special Servicer will be entitled to sell (with the consent of the Directing Certificateholder and after consulting
with the Risk Retention Consultation Party pursuant to Section 6.08(a), in each case, if no Control Termination Event
has occurred and is continuing and such Non-Serviced Mortgage Loan is not an Excluded Loan as to such party) such Non-Serviced
Mortgage Loan if it determines in accordance with the Servicing Standard that such action would be in the best interests of the
Certificateholders. The Special Servicer is required to give the Trustee, the Certificate Administrator, the Master Servicer,
the Operating Advisor (other than in respect of any applicable Excluded Loan) and the Directing Holder and the Risk Retention
Consultation Party (in the case of the Directing Holder and the Risk Retention Consultation Party, other than in respect of any
Excluded Loan as to such party) not less than ten (10) days’ prior written notice of its intention to sell any Defaulted
Loan, in which case, subject to Section 3.16(a)(iv), the Special Servicer is 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 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


 



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 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 loans similar to the subject Mortgage Loan or Serviced Whole Loan,
as the case may be, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair
price for such Mortgage Loan or Serviced Whole Loan. If the Trustee designates such a third party to make such determination,
the Trustee shall be entitled to rely conclusively upon such third party’s determination. The reasonable fees of, and the
costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party shall be covered by,
and shall be reimbursable, from the offering Interested Person and the Special Servicer shall use efforts consistent with the
Servicing Standard to collect payment from such Interested Person. If such expense is not paid by the applicable Interested Person
within thirty (30) days of demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing
Advance (provided that the Trustee shall not engage a third party expert whose fees exceed a commercially reasonable amount
as determined by the Trustee) but the Special Servicer shall continue to use efforts consistent with the Servicing Standard to
collect such amounts from the applicable Interested Person. Neither the Trustee, in its individual capacity, nor any of its Affiliates
may make an offer for or purchase any Specially Serviced Loan.


 


(B)       
  The Special Servicer shall not be obligated to accept the highest offer if the Special Servicer determines (in consultation with
the Directing Holder and the Risk Retention Consultation Party, subject to the


 



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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 Holder and the Risk Retention Consultation Party (in the case
of the Directing Holder and the Risk Retention Consultation Party, in respect of any Mortgage Loan other than an Excluded Loan
as to such party and prior to the occurrence and continuance of a Consultation Termination Event) not less than ten (10) days’
prior written notice of the Purchase Price and its intention to (i) purchase any


 



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 REO Property at the Par Purchase Price therefor
or (ii) sell any REO Property, in which case the Special Servicer shall accept the highest offer received from any Person
for any REO Property in an amount at least equal to the Par Purchase Price therefor. To the extent permitted by applicable law,
and subject to the Servicing Standard, the Master Servicer, an Affiliate of the Master Servicer, the Special Servicer or an Affiliate
of the Special Servicer, or an employee of either of them may act as broker in connection with the sale of any REO Property and
may retain from the proceeds of such sale a brokerage commission that does not exceed the commission that would have been earned
by an independent broker pursuant to a brokerage agreement entered into at arm’s length.


 


(B)         
In the absence of any such offer as set forth in subclause (A) above, the Special Servicer shall, subject to subclause (C) below, accept the highest offer for such REO Property received from any Person that is determined to be a fair price (1) by
the Special Servicer, if the highest offeror is a Person other than an Interested Person, or (2) by the Trustee, if the highest
offeror is an Interested Person unless (i) the offer is equal to or greater than the applicable Purchase Price and (ii) the
offer is the highest offer received; provided, however, that no offer from an Interested Person will constitute
a fair price unless (A) it is the highest offer received and (B) if the offer is less than the applicable Par Purchase Price,
at least two other offers are received from independent third parties. Notwithstanding anything to the contrary herein, neither
the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any REO Property pursuant
hereto.


 


(C)       
 The Special Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if
the Special Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best
interests of the Certificateholders and, with respect to any Serviced Whole Loan or the related Companion Holder, and in either
case, as a collective whole (taking into account the subordinate or pari passu nature of any Serviced Companion Loans).
In addition, the Special Servicer may accept a lower offer if it determines, in accordance with the Servicing Standard, that acceptance
of such offer would be in the best interests of the Certificateholders and, with respect to any Serviced Whole Loan or the related
Companion Holder, and in either case, as a collective whole (taking into account the subordinate or pari passu nature of
any Serviced Companion Loans) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations,
or the terms offered by the prospective buyer making the lower offer are more favorable); provided that the offeror is
not the Special Servicer or a Person that is an Affiliate of the Special Servicer.


 


(D)        
In determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee
shall obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters
retained by the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other
Independent expert shall be an expense of the


 






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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 Startup Day allow a sale for other consideration).


 


(d)          
With respect to each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Intercreditor Agreement and this Agreement,
if the related Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the Special Servicer determines to sell the related
Mortgage Loan that has become a Defaulted Loan in accordance with this Section 3.16, then the Special Servicer shall
sell the related Serviced Pari Passu Companion Loan together with such Mortgage Loan as one whole loan and shall require that
all offers be submitted to the Special Servicer in writing. To the extent a determination is required to be made hereunder as
to whether any cash offer constitutes a fair price for any Serviced Whole Loan, such determination shall be made by the Trustee
if the offeror is an Interested Person. Notwithstanding the foregoing, the Special Servicer shall not be permitted to sell the
related Mortgage Loan together with the related Serviced Pari Passu Companion Loan(s) if it becomes a defaulted Whole Loan without
the written consent of the holder of the related Serviced Pari Passu Companion Loan


 






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(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 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


 



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 subject to this Agreement. In addition,
with respect to the Serviced AB Whole Loan, pursuant to the terms of the related Intercreditor Agreement and this Agreement, if
the related Serviced AB Whole Loan becomes a Defaulted Loan, and if the Special Servicer determines to sell the related Mortgage
Loan that has become a Defaulted Loan in accordance with this Section 3.16, then the Special Servicer will not be required to
sell the related AB Subordinate Companion Loan together with such Mortgage Loan as one whole loan. If no AB Control Appraisal
Period exists, the Special Servicer may not sell the AB Subordinate Companion Loan without the prior consent of the holder of
the AB Subordinate Companion Loan.  If an AB Control Appraisal Period has occurred and is continuing, the Special Servicer
has the right (but not the obligation) to sell the AB Subordinate Companion Loan without the consent of the holder of the AB Subordinate
Companion Loan.


 


(ii)           Notwithstanding anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to purchase
the related Mortgage Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set forth in
the related Intercreditor Agreement.


 


(f)           
Unless otherwise provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16 will
be on a servicing released basis.


 


(g)          
In the event the Master Servicer or the Special Servicer has the right to purchase any Companion Loan on behalf of the Trust pursuant
to the related Intercreditor Agreement, neither the Master Servicer nor the Special Servicer shall exercise such right.


 


Section 3.17     Additional Obligations of Master Servicer and Special Servicer. (a)  The Master Servicer shall deliver all Compensating
Interest Payments (other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan)
to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account on each P&I Advance Date, without
any right of reimbursement therefor. The Master Servicer shall deliver the portion of any Compensating Interest Payment allocated
to a Serviced Pari Passu Companion Loan to the Companion Paying Agent for deposit in the Companion Distribution Account on each
P&I Advance Date, without any right of reimbursement therefor.


 


(b)          
The Master Servicer or the Special Servicer, as applicable, shall provide to each Companion Holder any reports or notices required
to be delivered to such Companion Holder pursuant to the related Intercreditor Agreement.


 


(c)          Upon the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof
would exceed the full amount of the principal portion of general collections on the Mortgage Loans, deposited in the Collection
Account and available for distribution on the next Distribution Date, the Master Servicer or the Trustee, each at its own option
and in its sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable
Advance pursuant to Section 3.05(a)(v) immediately, as an accommodation may elect to refrain from obtaining such reimbursement
for such portion of the Nonrecoverable Advance during the one month collection period ending on the then-current Determination
Date, for successive one-month periods for a total period not to exceed twelve (12) months (provided that, other than in
the case of an 


 



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Excluded Loan with respect to the Directing Holder or, if the Directing Holder is the Directing Certificateholder,
the Holder of the majority of the Controlling Class, any such deferral exceeding six (6) months shall require, prior to the occurrence
and continuance of any Control Termination Event, the consent of the Directing Holder), and any election to so defer or not to
defer shall be deemed to be in accordance with the Servicing Standard. If the Master Servicer or the Trustee makes such an election
at its sole option and in its sole discretion to defer reimbursement with respect to all or a portion of a Nonrecoverable Advance
(together with interest thereon), then such Nonrecoverable Advance (together with interest thereon) or portion thereof shall continue
to be fully reimbursable in the subsequent collection period (subject, again, to the same sole option to defer; it is acknowledged
that, in such a subsequent period, such Nonrecoverable Advance shall again be payable first from principal collections
as described above prior to payment from other collections). In connection with a potential election by the Master Servicer or
the Trustee to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof during the one month collection
period ending on the related Determination Date for any Distribution Date, the Master Servicer or the Trustee shall further be
authorized to wait for principal collections on the Mortgage Loans to be received until the end of such collection period before
making its determination of whether to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof);
provided, however, that if, at any time the Master Servicer or the Trustee, as applicable, elects, in its sole discretion,
not to refrain from obtaining such reimbursement or otherwise determines that the reimbursement of a Nonrecoverable Advance during
a one-month collection period will exceed the full amount of the principal portion of general collections on the Mortgage Loans
deposited in the Collection Account for such Distribution Date, then the Master Servicer or the Trustee, as applicable, shall
use its reasonable efforts to give the 17g-5 Information Provider fifteen (15) days’ notice of such determination for posting
on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), unless extraordinary circumstances
make such notice impractical. Notwithstanding the foregoing, failure to give notice as required by the preceding sentence shall
in no way affect the Master Servicer’s or the Trustee’s election whether to refrain from obtaining such reimbursement
as described in this Section 3.17(c). Nothing herein shall give the Master Servicer or the Trustee the right to defer
reimbursement of a Nonrecoverable Advance to the extent of any principal collections then available in the Collection Account
pursuant to Section 3.05(a)(v).


 


The
foregoing shall not, however, be construed to limit any liability that may otherwise be imposed on such Person for any failure
by such Person to comply with the conditions to making such an election under Section 3.17 or to comply with the terms
of Section 3.17 and the other provisions of this Agreement that apply once such an election, if any, has been made;
provided, however, that the fact that a decision to recover such Nonrecoverable Advances over time, or not to do
so, benefits some classes of Certificateholders to the detriment of other classes shall not, with respect to the Master Servicer
or the Special Servicer, as applicable, constitute a violation of the Servicing Standard and/or with respect to the Trustee (solely
in its capacity as Trustee), constitute a violation of any fiduciary duty to Certificateholders or any contractual obligation
hereunder. If the Master Servicer or the Trustee, as applicable, determines, in its sole discretion, that its ability to fully
recover the Nonrecoverable Advances has been compromised, then the Master Servicer or the Trustee, as applicable, shall be entitled
to immediate reimbursement of Nonrecoverable Advances with interest thereon at the Reimbursement Rate from all amounts in the
Collection Account for such


 



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Distribution Date (deemed first from principal and then interest). Any such election
by any such party to refrain from reimbursing itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof
with respect to any one or more collection periods shall not limit the accrual of interest at the Reimbursement Rate on such Nonrecoverable
Advance for the period prior to the actual reimbursement of such Nonrecoverable Advance. The Master Servicer’s or the Trustee’s,
as applicable, agreement to defer reimbursement of such Nonrecoverable Advances as set forth above is an accommodation to the
Certificateholders and shall not be construed as an obligation on the part of the Master Servicer or the Trustee, as applicable,
or a right of the Certificateholders. Nothing herein shall be deemed to create in the Certificateholders a right to prior payment
of distributions over the Master Servicer’s or the Trustee’s, as applicable, right to reimbursement for Advances (deferred
or otherwise) and accrued interest thereon. In all events, the decision to defer reimbursement or to seek immediate reimbursement
of Nonrecoverable Advances shall be deemed to be in accordance with the Servicing Standard and none of the Master Servicer, the
Trustee or the other parties to this Agreement shall have any liability to one another or to any of the Certificateholders or
any of the Companion Holders for any such election that such party makes as contemplated by Section 3.17 or for any
losses, damages or other adverse economic or other effects that may arise from such an election.


 


The
aggregate of any Excess Prepayment Interest Shortfall with respect to the Mortgage Loans for any Distribution Date will be allocated
on such Distribution Date among each class of Certificates, pro rata, in accordance with their respective Interest Accrual
Amounts for that Distribution Date.


 


(d)       With respect to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not require
the lender to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply amounts
held in any reserve account as a prepayment or hold such amounts in a reserve account, the Master Servicer or the Special Servicer,
as the case may be, may not apply such amounts as a prepayment, and will instead continue to hold such amounts in the applicable
reserve account, unless not applying those amounts as a prepayment would be a violation of the Servicing Standard. Such amount
may be used, if permitted under the loan documents, to defease the loan, or may be used to prepay the Mortgage Loan (or Serviced
Whole Loan) or for other purpose consistent with the Servicing Standard and the loan documents, upon a subsequent default.


 


(e)       With respect to any modification or amendment of any Intercreditor Agreement related to a Serviced Whole Loan (to the extent received),
the Master Servicer or the Special Servicer, as applicable, shall provide to the 17g-5 Information Provider a copy of any such
modification or amendment, which the 17g-5 Information Provider shall promptly post on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c).


 


Section 3.18     Modifications, Waivers, Amendments and Consents. (a)  Except as set forth in Section 3.08(a), Section 3.08(b),
this Section 3.18(a), Section 3.18(d), Section 3.18(h), Section 3.18(i) and Section 6.08,
but subject to any other conditions set forth thereunder (including, without limitation, the Special Servicer’s processing
and/or consent rights pursuant to this subsection (a) with respect to any modification, waiver or amendment that constitutes a
Special Servicer Decision or Major Decision) and, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan)
or any Serviced Whole Loan, (and with


 



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respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder to advise or consult with
the Master Servicer or the Special Servicer, as 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 or a Special Servicer Decision (unless, with respect to a Non-Specially Serviced Loan, the Master Servicer and the
Special Servicer mutually agree that the Master Servicer shall process such request); provided that no
extension entered into pursuant to this Section 3.18(a) shall extend the Maturity Date beyond the earlier of
(i) five (5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured
solely or primarily by a leasehold estate and not also the related fee interest, the date twenty (20) years or, to the extent
consistent with the Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten (10) years,
prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of such Mortgage Loan
and/or related Companion Loan for more than twelve (12) months from and after the original Maturity Date of such Mortgage
Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with
respect thereto is not reasonably foreseeable, prior to any such extension, (1) the Master Servicer shall provide the
Trustee, the Certificate Administrator, the Special Servicer, the Operating Advisor, the Directing Holder and the Risk
Retention Consultation Party (in the case of the Directing Holder and the Risk Retention Consultation Party, (i) prior
to the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any Mortgage
Loan that is an Excluded Loan as to such party), with an Opinion of Counsel (at the expense of the related Mortgagor to the
extent permitted under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid
as an expense of the Trust in accordance with Section 3.11(d)) that such extension would not constitute
a “significant modification” of the Mortgage Loan and/or Serviced Companion Loan within the meaning of
Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard, the Special Servicer shall (A)
obtain the consent of the Directing Holder and, with respect to Specially Serviced Loans, consult with the Risk
Retention Consultation Party pursuant to Section 6.08(a) (in each case, (i) prior to the occurrence and
continuance of a Control Termination Event and (ii) other than with respect to a Mortgage Loan that is an Excluded Loan
as to such party) or (B) consult with the Directing Holder and the Risk Retention Consultation Party pursuant to Section 6.08(a)
(in each case, (i) after the occurrence and during the continuance of a Control Termination Event, but (solely in the
case of the Directing Holder) prior to a Consultation Termination Event and (ii) other than with respect to any Excluded
Loan as to such party) (which consent or consultation shall be coordinated through the Special Servicer). Notwithstanding
the foregoing, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or
consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, and subject
to the Special Servicer’s processing and/or consent rights pursuant to this subsection (a), the Master Servicer,
with respect to Non-Specially Serviced Loans, without the consent of or consultation with the Special Servicer, the
Operating Advisor or the Directing Holder, may modify or amend 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


 



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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 Holder and the Risk Retention
Consultation Party, if permitted by the applicable Rating Agency) and a confirmation of any applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion
Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25))
and (ii) such substitution would not be a “significant modification” of the Mortgage Loan and/or related Serviced
Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and
the Master Servicer or the Special Servicer, as 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 the
Special Servicer, as applicable, shall require payment of principal by a “qualified amount” as determined under Revenue
Procedure 2010-30 or successor provisions, unless the related Mortgagor provides an Opinion of Counsel that if such amount is
not paid the related Mortgage Loan will not fail to be a Qualified Mortgage.


 


(b)          
If the Special Servicer determines that a modification, waiver or amendment (including, without limitation, the forgiveness or
deferral of interest or principal or


 



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the substitution of collateral pursuant to the terms of the Mortgage Loan (other than any
Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan or otherwise, the release of collateral or the pledge of additional
collateral) of the terms of a Specially Serviced Loan with respect to which a payment default or other material default has occurred
or a payment default or other material default is, in the Special Servicer’s judgment, reasonably foreseeable (as evidenced
by an Officer’s Certificate of the Special Servicer), is reasonably likely to produce a greater recovery on a net present
value basis (the relevant discounting to be performed at the related Mortgage Rate) to the Trust and, if applicable, the related
Companion Holders, as the holders of 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) with respect to any Major Decision, (a) with
respect to any Mortgage Loan (other than any Excluded Loan as to such party), the approval of the Directing Holder (prior to the
occurrence and continuance of a Control Termination Event or after the occurrence and continuance of Consultation Termination
Event, upon consultation with the Directing Certificateholder) and (b) with respect to any Specially Serviced Loan (other than
any Excluded Loan as to such party), 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 Holder shall have no consent or consultation rights and the Risk Retention
Consultation Party shall have no consultation rights regarding the matter; and (z) additionally, with respect to a Serviced
Whole Loan, the rights of the related Serviced Companion Noteholder, to advise or consult with the Special Servicer with respect
to, or consent to, such modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement;
provided that in the case of any release or substitution of collateral (other than a defeasance), the Special Servicer
shall have obtained an Opinion of Counsel that such release or substitution would not be a “significant modification”
of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event.
Notwithstanding anything herein to the contrary, with respect to any Excluded Loan with respect to the Directing Holder or, if
the Directing Holder is the Directing Certificateholder, the Holder of the majority of the Controlling Class (regardless of whether
an Operating Advisor Consultation Event has occurred and is continuing), the Special Servicer shall consult with the Operating
Advisor (telephonically or electronically), on a non-binding basis, in connection with the related transactions involving proposed
Major Decisions that it is processing or for which its consent is required and consider alternative actions recommended by the
Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting
with the Operating Advisor.


 


With
respect to non-Specially Serviced Loans, the Master Servicer, prior to taking any action with respect to any Major Decision or
any Special Servicer Decision shall be required to refer the request to the Special Servicer. The Special Servicer shall process
the request directly. However, if the Master Servicer and Special Servicer mutually agree that the Master Servicer shall process
such request, the Master Servicer shall prepare and submit its written analysis and recommendation to the Special Servicer with
all information reasonably available to the Master Servicer that the Special Servicer may reasonably request in order to withhold
or grant its consent, and in all cases the Special Servicer shall be entitled to approve or disapprove


 



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any modification, waiver
or amendment that constitutes such a Major Decision or a Special Servicer Decision. In any case with respect to any Major Decision
or Special Servicer Decision in connection with a non-Specially Serviced Loan, each of the Master Servicer and the Special Servicer
shall be entitled to 50% of any related fee whether or not the Master Servicer processes such request.


 


The
Special Servicer shall use its reasonable efforts to the extent reasonably possible to cause each Specially Serviced Loan to fully
amortize prior to the Rated Final Distribution Date and shall not agree to a modification, waiver or amendment of any term of
any Specially Serviced Loan if such modification, waiver or amendment would (1) extend the maturity date of any such Specially
Serviced Loan to a date occurring later than the earlier of (a) five years prior to the Rated Final Distribution Date and (b)
if such Specially Serviced Loan is secured solely or primarily by a leasehold estate and not also the related fee interest, the
date occurring twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining
term of the ground lease and, ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than
with respect to any Excluded Loan) with the consent of the Directing Certificateholder, ten (10) years prior to the expiration
of such leasehold estate (including any options to extend such leasehold estate exercisable unilaterally by the related Mortgagor),
or (2) provide for the deferral of interest unless interest accrues on the related Mortgage Loan, or Serviced Whole 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, 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 Special Servicer
Decision) or the Special Servicer may, consistent with the Servicing Standard, agree to any waiver, modification or amendment
of a Mortgage Loan and/or Serviced Companion Loan that is not in default or as to which default is not reasonably foreseeable
only if the contemplated waiver, modification or amendment (i) will not be a “significant modification” of the
Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (ii) will not cause an Adverse REMIC Event
to occur. In making this determination, the Master Servicer or Special Servicer may obtain and rely upon (and shall provide to
the Trustee and the Certificate Administrator if obtained) an Opinion of Counsel (at the expense of the related Mortgagor or such
other Person requesting such modification or, if such expense cannot be collected from the related Mortgagor or such other Person,
to be paid out of the Collection Account pursuant to Section 3.05(a); provided that the Master Servicer or
the Special Servicer, as the case may be, shall use its reasonable efforts to collect such fee from the Mortgagor or such other
Person to the extent permitted under the


 



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 related Mortgage Loan documents). Notwithstanding the foregoing, neither the Master Servicer
nor the Special Servicer may waive the payment of any Yield Maintenance Charge or the requirement that any prepayment of a Mortgage
Loan be made on a Due Date, or if not made on a Due Date, 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 for which it is responsible for processing pursuant to Section 3.18
hereof, the Special Servicer shall notify the Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor
(after the occurrence and during the continuance of an Operating Advisor Consultation Event), the Directing Holder and the Risk
Retention Consultation Party (in the case of the Directing Holder, other than following the occurrence and continuance of a Consultation
Termination Event, and in the case of the Directing Holder or the Risk Retention Consultation Party, other than with respect
to any Excluded Loan as to such party), the applicable Companion Holder, the related Mortgage Loan Seller (if such Mortgage Loan
Seller is not a Master Servicer or Sub-Servicer of such Mortgage Loan, the Directing Holder or the Risk Retention Consultation
Party) and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information Provider’s Website
in accordance with Section 3.13(c)) in writing of any modification, waiver or amendment (in each case, after it is
finalized and executed) of any term of any Mortgage Loan or Companion Loan that is modified, waived or amended and the date thereof.
With respect to any modification, waiver or amendment (in each case, after it is finalized and executed) for which it is responsible
for processing pursuant to Section 3.18 hereof, the Master Servicer shall provide written notice of any such modification,
waiver or amendment to the Trustee, the Certificate Administrator, the Special Servicer (and the Special Servicer shall forward
such notice to the Directing Holder and the Risk Retention Consultation Party (in the case of the Directing Holder, only prior
to the occurrence and continuance of a Consultation Termination Event and in the case of the Directing Holder or the Risk Retention
Consultation Party, other than with respect to an Excluded Loan as to such party), the applicable Companion Holder, the related
Mortgage Loan Seller (so long as such Mortgage Loan Seller is not a Master Servicer or Sub-Servicer of such Mortgage Loan or the
Directing Holder or Risk Retention Consultation Party) and the 17g-5


 



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Information Provider (which shall promptly post such notice
on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)). The party responsible for delivering
notice shall deliver to the Custodian with a copy to the Master Servicer (if such notice is being delivered by the Special Servicer)
for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver or amendment,
promptly (and in any event within ten (10) Business Days) following the execution thereof, with a copy to the applicable Companion
Holder, if any. Following receipt of the Master Servicer’s or the Special Servicer’s, as applicable, delivery of the
aforesaid modification, waiver or amendment to the Certificate Administrator, the Certificate Administrator shall forward a copy
thereof to each Holder of a Certificate (other than the Class Z or Class R Certificates) upon request. With respect to the processing
of any modification, waiver or consent related to any Mortgagor incurring additional debt or mezzanine debt, the Special Servicer
(if the Special Servicer processes such modification, waiver or consent pursuant to Section 3.18(a)) or the Master
Servicer (if the Master Servicer processes such modification, waiver or consent pursuant to Section 3.18(a)) shall,
on or before the later of (i) 3:00 p.m. on the related P&I Advance Date and (ii) five (5) Business Days immediately
following the Master Servicer or the Special Servicer, as 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, the Special Servicer and Certificate Administrator, as applicable, and the Master
Servicer confirms with the Certificate Administrator that such amended CREFC® Investor Reporting Package enables
the Certificate Administrator to include such information on Form 10-D in a manner reasonably acceptable to the Certificate Administrator,
or (ii) the Trust is no longer subject to the Exchange Act, the additional report in the form of Exhibit KK shall
no longer be required hereunder. From time to time, the Master Servicer, the Special Servicer and Certificate Administrator may
agree on a different delivery time and format for the information set forth in this paragraph.


 


(h)          The Master Servicer shall process all defeasance transactions, subject to the Special Servicer’s consent with respect to
any Special Servicer Decision relating to a defeasance. 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


 



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all payments of interest and principal (including payments at
maturity) on such Mortgage Loan or Serviced Whole Loan in compliance with the requirements of the terms of the related Mortgage
Loan documents and, if applicable, Companion Loan documents, (iii) one or more Opinions of Counsel (at the expense of the
related Mortgagor) to the effect that the Trustee, on behalf of the Trust, will have a first priority perfected security interest
in such substituted Mortgaged Property; provided, however, that, to the extent consistent with the related Mortgage
Loan documents and, if applicable, Companion Loan documents, the related Mortgagor shall pay the cost of any such opinion as a
condition to granting such defeasance, (iv) to the extent consistent with the related Mortgage Loan documents and, if applicable,
Companion Loan documents, the Mortgagor shall establish a single purpose entity to act as a successor mortgagor, if so required
by the Rating Agencies, (v) to the extent permissible under the related Mortgage Loan documents and, if applicable, Companion
Loan documents, the Master Servicer shall use its reasonable efforts to require the related Mortgagor to pay all costs of such
defeasance, including but not limited to the cost of maintaining any successor mortgagor, and (vi) to the extent permissible
under the Mortgage Loan documents and, if applicable, Companion Loan documents, the Master Servicer shall obtain, at the expense
of the related Mortgagor, Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced
Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);
provided, further, however, that no such confirmation from any Rating Agency shall be required to the extent
that the Master Servicer has delivered a defeasance certificate substantially in the form of Exhibit U hereto for
any Mortgage Loan 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 processing and/or consent rights pursuant to Section 3.18(a) with respect to any such action that
constitutes a Major Decision or Special Servicer 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


 



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Trust Fund expense) to the effect that such use would not be and would not constitute a “significant modification”
of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise constitute
an Adverse REMIC Event with respect to any Trust REMIC; and provided, further, that the requirements set forth in
Section 3.18(h) (including receipt of any Rating Agency Confirmation) are satisfied; and provided, further,
that such securities are backed by the full faith and credit of the United States government, or the Master Servicer shall obtain
Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25). Notwithstanding
the foregoing, with respect to certain Mortgage Loans originated or acquired by BSP, Column or NREC that are subject to defeasance
and identified on Schedule 3, BSP, Column or NREC, as applicable, has transferred to a third party or has retained on behalf of
itself or its Affiliate the right to establish or designate the successor borrower and/or to purchase or cause to be purchased
the related defeasance collateral (collectively, the “Loan Seller Defeasance Rights and Obligations”). In the
event the Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan that provides for Loan Seller
Defeasance Rights and Obligations in the related Mortgage Loan Documents, the Master Servicer shall provide, within five (5) business
days of receipt of such notice, written notice of such defeasance request to the related Mortgage Loan Seller. Until such time
as the related Mortgage Loan Seller provides written notice to the contrary, notice of a defeasance of a Mortgage Loan with Loan
Seller Defeasance Rights and Obligations shall be delivered to the related Mortgage Loan Seller, as applicable, pursuant to the
notice provisions hereof. If the successor borrower is not designated or formed by BSP or Column, as the case may be, or any Affiliate
or successor thereto, the successor borrower shall be reasonably acceptable to the Master Servicer in accordance with the Servicing
Standard.


 


(j)      
     If required under the related Mortgage Loan or Companion Loan documents or if otherwise consistent
with the Servicing Standard, the Master Servicer shall establish and maintain one or more accounts (the “Defeasance
Accounts”), which shall be Eligible Accounts, into which all payments received by the Master Servicer from any
defeasance collateral substituted for any Mortgaged Property shall be deposited and retained, and shall administer such
Defeasance Accounts in accordance with the Mortgage Loan or Companion Loan documents. Notwithstanding the foregoing, in no
event shall the Master Servicer permit such amounts to be maintained in the Defeasance Account for a period in excess of
ninety (90) days, unless such amounts are reinvested by the Master Servicer in “government securities,” within
the meaning of Section 2(a)(16) of the Investment Company Act of 1940, that comply with Treasury Regulations
Section 1.860G-2(a)(8)(ii). To the extent not required or permitted to be placed in a separate account, the Master
Servicer shall deposit all payments received by it from defeasance collateral substituted for any Mortgaged Property into the
Collection Account and treat any such payments as payments made on the Mortgage Loan or Companion Loan in advance of its Due
Date in accordance with clause (a)(i) of the definition of “Available Funds”, and not as a prepayment
of the related Mortgage Loan or Companion Loan. Notwithstanding anything herein to the contrary, in no event shall the Master
Servicer permit such amounts to be maintained in the Collection Account for a period in excess of 365 days (or 366 days in
the case of a leap year).


 






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(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 clause (d) of the definition of “Special Servicer Decision”,
the Special Servicer 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 Special Servicer and the Master Servicer that such modification, waiver, consent
or amendment will not cause an Adverse REMIC Event.


 


Section 3.19     Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report. (a)  Upon
determining that a Servicing Transfer Event has occurred with respect to any Mortgage Loan (other than any Non-Serviced Mortgage
Loan) or Serviced Companion Loan, the Master Servicer or the Special Servicer, as applicable, shall promptly give notice to the
Master Servicer or the Special Servicer, as applicable, the Operating Advisor and the Directing Holder (in the case of the Directing
Holder, (i) prior to the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any
Excluded Loan as to such party) thereof, and the Master Servicer shall deliver the related Mortgage File and Servicing File to
the Special Servicer and concurrently provide a copy of such Servicing File, exclusive of all Privileged Communications, to the
Operating Advisor. The Master Servicer shall use its reasonable efforts to provide the Special Servicer with all information,
documents and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such
Mortgage Loan and, if applicable, the related Serviced Companion Loan, either in the Master Servicer’s possession or otherwise
available to the Master Servicer without undue burden or expense, and reasonably requested by the Special Servicer to enable it
to assume its functions hereunder with respect thereto. The Master Servicer shall use its reasonable efforts to comply with the
preceding sentence within five (5) Business Days of the occurrence of each related Servicing Transfer Event (or, in the case of
clauses (viii), (ix) or (x) of the definition of Servicing Transfer Event, within five (5) Business Days of receiving notice
from the Special Servicer of such Servicing Transfer Event when the Special Servicer makes the determination) and in any event
shall continue to act as Master Servicer and administrator of such Mortgage Loan and, if applicable, the related Serviced Companion
Loan until the Special Servicer has commenced the servicing of such Mortgage Loan and, if applicable, the related Serviced Companion
Loan. The Master Servicer shall deliver to the


 



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Trustee, the Certificate Administrator, the Operating Advisor, the Directing Holder
(other than with respect to any Excluded Loan as to such party and with respect to the Directing Certificateholder, prior to the
occurrence and continuance of a Consultation Termination Event), a copy of the notice of such Servicing Transfer Event provided
by the Master Servicer to the Special Servicer, or by the Special Servicer to the Master Servicer, pursuant to this Section 3.19.
Prior to the occurrence and continuance of a Consultation Termination Event, the Certificate Administrator shall deliver to each
Controlling Class Certificateholder a copy of the notice of such Servicing Transfer Event provided by the Master Servicer pursuant
to this Section 3.19.


 


Upon
determining that a Specially Serviced Loan (other than an REO Loan) has become current and has remained current for three consecutive
Periodic Payments (provided that (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment
of the Special Servicer, and (ii) for such purposes taking into account any modification or amendment of such Mortgage Loan
and, if applicable, the related Companion Loan), and that no other Servicing Transfer Event is continuing with respect thereto,
the Special Servicer shall immediately give notice thereof to the Master Servicer, the Operating Advisor, the related Serviced
Companion Noteholder and the Directing Holder (other than with respect to any Excluded Loan as to such party and with respect
to the Directing Certificateholder, prior to the occurrence and continuance of a Consultation Termination Event) and shall return
the related Mortgage File and Servicing File to the Master Servicer (or copies thereof if copies only were delivered to the Special
Servicer) and upon giving such notice, and returning such Mortgage File and Servicing File to the Master Servicer, the Special
Servicer’s obligation to service such Corrected Loan shall terminate and the obligations of the Master Servicer to service
and administer such Mortgage Loan and, if applicable, the related Companion Loan shall recommence.


 


(b)         
In servicing any Specially Serviced Loans and Serviced Companion Loans, the Special Servicer will provide to the Custodian originals
of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File to the extent
within its possession (with a copy of each such original to the Master Servicer), and provide the Master Servicer with copies
of any additional related Mortgage Loan or Serviced Companion Loan information including correspondence with the related Mortgagor.


 


(c)         
Notwithstanding the provisions of Section 3.12(c), the Master Servicer shall maintain ongoing payment records with
respect to each of the Specially Serviced Loans, Serviced Companion Loans and REO Properties (other than with respect to a Non-Serviced
Mortgage Loan) and shall provide the Special Servicer with any information in its possession with respect to such records to enable
the Special Servicer to perform its duties under this Agreement; provided that this statement shall not be construed to
require the Master Servicer to produce any additional reports.


 


(d)         
No later than (i) 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) and (ii)
prior to taking action with respect to any Major Decision (or making a determination not to take action with respect to a Major
Decision) with respect to a Specially Serviced Loan, the Special Servicer shall deliver in electronic format a report (the “Asset
Status Report”) with


 



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respect to such Mortgage Loan and related Companion Loan and the related Mortgaged Property (the
“Initial Delivery Date”) and will be required to prepare one or more additional Asset Status Reports with respect
to any such Specially Serviced Loan subsequent to the issuance of a Final Asset Status Report to the extent that during the course
of the resolution of such Specially Serviced Loan material changes in the strategy reflected in the initial Final Asset Status
Report (or subsequent Final Asset Status Report) are necessary to reflect the then current recommendation as to how the Specially
Serviced Loan might be returned to performing status or otherwise liquidated in accordance with the Servicing Standard (each such
report a “Subsequent Asset Status Report”). Each Asset Status Report shall be delivered in electronic form
to the Master Servicer, the Directing Holder (but only with respect to any Mortgage Loan other than an Excluded Loan as to such
party and prior to the occurrence and during the 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), the Operating Advisor (but, (i)
other than with respect to an Excluded Loan, only after the occurrence and continuance of an Operating Advisor Consultation Event
and (ii) with respect to the Allergan HQ Whole Loan, the JW Marriott Chicago Whole Loan or the Center 78 Whole Loan only to the
extent it is also subject to a Control Appraisal Period under the related Intercreditor Agreement), and the 17g-5 Information
Provider (which shall promptly post such report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c))
and, with respect to any related Serviced Companion Loan, to the extent the related Serviced Companion Loan has been included
in an Other Securitization, to the master servicer of such Other Securitization into which the related Serviced Companion Loan
has been sold or to the related Companion Holder. The Special Servicer shall notify the Operating Advisor of whether any Asset
Status Report delivered to the Operating Advisor is a Final Asset Status Report, which notification may be satisfied by (i) delivery
of an Asset Status Report that is either signed by the Directing Holder or that otherwise includes an indication that such Asset
Status Report is deemed approved due to the passage of any required consent or consultation time period or (ii) such other method
as reasonably agreed to by the Operating Advisor and the Special Servicer. Such Asset Status Report shall set forth the following
information to the extent reasonably determinable based on the information that was delivered to the Special Servicer in connection
with the transfer of servicing pursuant to the Servicing Transfer Event:


 


(i)           
a summary of the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;


 


(ii)           a discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing
Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other
collateral for the related Specially Serviced Loan and whether outside legal counsel has been retained;


 


(iii)          the most current rent roll (or, with respect to any residential cooperative property, the most current maintenance schedule) and
income or operating statement available for the related Mortgaged Property;


 


(iv)          (A) the Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status (including
the modification of a


 



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monetary term, and any workout, restructure or debt forgiveness) and returned to the Master Servicer for
regular servicing or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property), (B) a description
of any such proposed or taken actions, and (C) the alternative courses of action that were or are being considered by the Special
Servicer in connection with the proposed or taken actions;


 


(v)          the status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed
workouts and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults
under the related Mortgage Loan or Serviced Whole Loan;


 


(vi)         a description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights
lease, if applicable) or franchise agreement;


 


(vii)        the decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the
Special Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


(viii)       an analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value
basis than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination and
(y) the net present value calculation and all related assumptions;


 


(ix)          the appraised value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property) together
with a description of any adjustments to the valuation of such Mortgaged Property made by the Special Servicer together with an
explanation of those adjustments; and


 


(x)           such other information as the Special Servicer deems relevant in light of the Servicing Standard.


 


A
summary of each Asset Status Report shall be provided to the Certificate Administrator and the Trustee.


 


If
within ten (10) Business Days (or, in the case of an Asset Status Report prepared prior to making a determination of an Acceptable
Insurance Default, 10 days) of receiving an Asset Status Report, the Directing Holder does not disapprove such Asset Status Report
in writing (or, in the case of an Asset Status Report prepared prior to making a determination of an Acceptable Insurance Default,
10 days), or if the Special Servicer makes a determination, in accordance with the Servicing Standard that the disapproval by
the Directing Holder (communicated to the Special Servicer within ten (10) Business Days) is not in the best interest of all the
Certificateholders), the Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided,
however, that the Special Servicer may not take any action that is contrary to applicable law, the Servicing Standard or
the terms of the applicable Mortgage Loan documents. If, with respect to any Mortgage Loan other than an Excluded Loan with respect
to the Directing Holder or the Holder of the majority of the Controlling Class prior to the occurrence and continuance of any
Control Termination Event, the


 



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Directing Holder disapproves such Asset Status Report within ten (10) Business Days (or, in the
case of an Asset Status Report prepared prior to making a determination of an Acceptable Insurance Default, 10 days) of receipt
and the Special Servicer has not made the affirmative determination described above, the Special Servicer shall revise such Asset
Status Report and deliver a new Asset Status Report as soon as practicable, but in no event later than thirty (30) days after
such disapproval, to the Master Servicer, the Directing Holder (prior to the occurrence and continuance of a Consultation Termination
Event and other than if an Excluded Loan as to such party is involved), the Operating Advisor (but only after the occurrence and
during the continuance of an Operating Advisor Consultation Event) and the 17g-5 Information Provider (which shall promptly post
such report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) and, in the case
of a Serviced Whole Loan, the related Serviced Companion Noteholder; provided, however, that, if the Special Servicer
determines that emergency action is necessary to protect the related Mortgaged Property or the interests of the Certificateholders
and any related Serviced Companion Noteholder, or if a failure to take any such action at such time would be inconsistent with
the Servicing Standard, the Special Servicer may take actions with respect to the related Mortgaged Property before the expiration
of the ten (10) Business Day period (or, in the case of an Asset Status Report prepared prior to making a determination of an
Acceptable Insurance Default, 10 days period) if the Special Servicer reasonably determines in accordance with the Servicing Standard
that failure to take such actions before the expiration of the ten (10) Business Day period (or, in the case of an Asset Status
Report prepared prior to making a determination of an Acceptable Insurance Default, 10 days Business Day period) would materially
and adversely affect the interest of the Certificateholders and the related Serviced Companion Noteholder (if applicable) and
the Special Servicer has made a reasonable effort, prior to the occurrence and continuance of any Control Termination Event and
other than if an Excluded Loan is involved, to contact the Directing Certificateholder. With respect to any Mortgage Loan other
than an Excluded Loan with respect to the Directing Holder or the Holder of the majority of the Controlling Class, prior to the
occurrence and continuance of any Control Termination Event, the Special Servicer shall revise such Asset Status Report as described
above in this Section 3.19(d) until the Directing Holder shall fail to disapprove such revised Asset Status Report
in writing within ten (10) Business Days or, in the case of an Asset Status Report prepared prior to making a determination of
an Acceptable Insurance Default, 10 days) of receiving such revised Asset Status Report or until the Special Servicer makes a
determination, in accordance with the Servicing Standard, that the disapproval is not in the best interests of the Certificateholders;
provided that, if the Directing Holder has not approved the Asset Status Report for a period of sixty (60) Business Days
following the first submission of an Asset Status Report, the Special Servicer may act upon the most recently submitted form of
Asset Status Report, if consistent with the Servicing Standard; provided, however, that such Asset Status Report
does not, and is not intended to be, a substitute for the approvals that are specifically required pursuant to Section 6.08.
The procedures described in this paragraph are collectively referred to as the “Directing Holder Approval Process”.
The Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement such report;
provided that such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section 3.19(d).
Notwithstanding anything herein to the contrary, with respect to any Excluded Loan with respect to the Directing Holder or the
Holder of the majority of the Controlling Class (regardless of whether an Operating Advisor Consultation Event has occurred and
is continuing), the Special Servicer shall


 



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consult with the Operating Advisor (telephonically or electronically), on a non-binding
basis, in connection with an Asset Status Report for an Excluded Loan with respect to the Directing Holder or the Holder of the
majority of the Controlling Class that includes a Major Decision that it is processing or for which its consent is required and
consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth
in Section 6.08 for consulting with the Operating Advisor.


 


No
direction or disapproval of the Directing Holder hereunder or under a related Intercreditor Agreement or failure of the Directing
Holder to consent to or approve (including any deemed consents or approvals) any request of the Special Servicer, shall (a) require
or cause the Special Servicer to violate the terms of a Specially Serviced Loan, applicable law or any provision of this Agreement,
including the Special Servicer’s obligation to act in accordance with the Servicing Standard and to maintain the REMIC status
of each Trust REMIC and the grantor trust status of the Grantor Trust, (b) result in the imposition of a “prohibited
transaction” or “prohibited contribution” tax under the REMIC Provisions, (c) expose the Master Servicer,
the Special Servicer, the Depositor, the Operating Advisor, the Mortgage Loan Sellers, the Trust, the Trustee, the Certificate
Administrator or their respective officers, directors, members, employees or agents to any claim, suit or liability or (d) materially
expand the scope of the Special Servicer’s, Trustee’s or the Master Servicer’s responsibilities under this Agreement.


 


Prior
to an Operating Advisor Consultation Event, the Special Servicer will be required to deliver each Final Asset Status Report to
the Operating Advisor after the completion of the Directing Holder Approval Process. The Operating Advisor’s review of any
such Final Asset Status Report shall only provide background information to support the Operating Advisor’s duties concerning
the Special Servicer’s compliance with the Servicing Standard, and the Operating Advisor shall not provide comments to the
Special Servicer in respect of such Final Asset Status Report.


 


During
the continuance of an Operating Advisor Consultation Event, the Operating Advisor shall provide comments to the Special Servicer
in respect of the applicable Asset Status Report, if any, within ten (10) Business Days following the later of (i) receipt
of such Asset Status Report or (ii) receipt of such additional information reasonably requested by the Operating Advisor
related thereto, and propose possible alternative courses of action to the extent it determines such alternatives to be in the
best interest of the Certificateholders (including any Certificateholders that are holders of the Controlling Class Certificates),
as a collective whole. The Special Servicer shall consider such alternative courses of action, if any, and any other feedback
provided by the Operating Advisor (and for so long as no Consultation Termination Event is continuing, the Directing Holder) in
connection with the Special Servicer’s preparation of any Asset Status Report that is provided while an Operating Advisor
Consultation Event has occurred and is continuing. The Special Servicer may revise the Asset Status Report as it deems necessary
to take into account any input and/or comments from the Operating Advisor (and for so long as no Consultation Termination Event
is continuing, the Directing Holder), to the extent the Special Servicer determines that the Operating Advisor’s and/or
Directing Holder’s input and/or recommendations are consistent with the Servicing Standard and in the best interest of the
Certificateholders as a collective whole (or, with respect to a Serviced Whole Loan, the best interest of the Certificateholders
and the holders of the related Companion Loan(s), as a collective whole (taking into account the pari passu or subordinate
nature of each 


 



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such Companion Loan)). Promptly upon determining whether or not to revise any Asset Status Report to take into
account any input and/or comments from the Operating Advisor or the Directing Holder, the Special Servicer shall deliver to the
Operating Advisor and the Directing Holder the revised Asset Status Report (until a Final Asset Status Report is issued). The
procedures described in this paragraph are collectively referred to as the “ASR Consultation Process”.


 


After
the occurrence and during the continuance of a Control Termination Event (and at any time with respect to any Excluded Loan with
respect to such party or the Holder of the majority of the Controlling Class), the Directing Holder shall have no right to consent
to any Asset Status Report under this Section 3.19. After the occurrence and during the continuance of a Control Termination
Event but prior to the occurrence and continuance of a Consultation Termination Event, the Special Servicer shall send the Directing
Holder (except with respect to any Excluded Loan as to such party), and, after the occurrence and during the continuance of an
Operating Advisor Consultation Event, the Operating Advisor, the Asset Status Report and the Operating Advisor and the Directing
Holder shall consult with the Special Servicer (telephonically or electronically) and propose alternative courses of action and
provide other feedback in respect of any Asset Status Report. The Directing Holder (or, if the Directing Holder is the Directing
Certificateholder, other than in its capacity as a Certificateholder) (in each case, after the occurrence and during the continuance
of a Consultation Termination Event (and at any time with respect to any Excluded Loan as to such party)), shall have no right
to receive any Asset Status Report or otherwise consult with the Special Servicer with respect to Asset Status Reports and the
Special Servicer shall only be obligated to consult with the Operating Advisor with respect to any Asset Status Report as described
above. The Special Servicer may choose to revise the Asset Status Report as it deems reasonably necessary in accordance with the
Servicing Standard to take into account any input and/or recommendations of the Operating Advisor or the Directing Holder during
the applicable periods described above, but is under no obligation to follow any particular recommendation of the Operating Advisor
or the Directing Holder.


 


The
Special Servicer shall implement the Final Asset Status Report; provided, however, that the Special Servicer may
not take any action that is contrary to applicable law, the Servicing Standard or the terms of the applicable Mortgage Loan documents.


 


Notwithstanding
anything to the contrary herein, the Directing Holder shall not have any consultation or approval rights with respect to an Asset
Status Report that relates to an Excluded Loan.


 


Notwithstanding
the foregoing, the Special Servicer shall not be permitted to follow any advice, direction or consultation provided by the Operating
Advisor, any Serviced Companion Noteholder (or its representative) or the Directing Certificateholder that would require or cause
the Special Servicer to violate any applicable law, be inconsistent with the Servicing Standard or any Intercreditor Agreement,
require or cause the Special Servicer to violate provisions of this Agreement, require or cause the Special Servicer to violate
the terms of any Intercreditor Agreement or any Mortgage Loan or Serviced Whole Loan, expose any Certificateholder or any party
to this Agreement or their affiliates, officers, directors or agents to any claim, suit or liability, cause any Trust REMIC to
fail to qualify as a REMIC for federal


 



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 income tax purposes or result in the imposition of “prohibited transaction”
or “prohibited contribution” tax under the REMIC Provisions, or materially expand the scope of the Special Servicer’s
responsibilities under this Agreement or any Intercreditor Agreement.


 


(e)          
(i)  Upon receiving notice of the occurrence of the events described in clause (c) of the definition of
Servicing Transfer Event (without regard to the 30-day period, respectively, set forth therein), the Master Servicer shall with
reasonable promptness give notice thereof, and shall use its reasonable efforts to provide the Special Servicer with all information
that the Master Servicer has in its possession relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested
by the Special Servicer to enable it to negotiate with the related Mortgagor. The Master Servicer shall use its reasonable efforts
to comply with the preceding sentence within five (5) Business Days of the occurrence of each such event.


 


(ii)           After the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence of an
event described in clause (c) of the definition of Servicing Transfer Event (without regard to the 30-day period set
forth therein), the Master Servicer shall deliver notice thereof to the Operating Advisor at the same time such notice is provided
to the Special Servicer pursuant to clause (i) above.


 


(f)           Prior to the occurrence and continuance of a Control Termination Event, no later than two (2) Business Days following the establishment
of a Final Asset Status Report with respect to any Specially Serviced Loan (other than any Excluded Loan), the Special Servicer
shall deliver in electronic format to the Directing Certificateholder (other than with respect to any Excluded Loan as to such
party) a draft notice that will include a draft summary of the Final Asset Status Report (which briefly summarizes such Final
Asset Status Report, but shall not include any Privileged Information) (and shall deliver each Asset Status Report with respect
to a Serviced AB Whole Loan prior to the occurrence and continuance of an AB Control Appraisal Period (to the extent approved
by the related AB Whole Loan Controlling Holder)). With respect to any Mortgage Loan 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


 



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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 for which the related holder of an AB Subordinate Companion Loan is not subject to an AB
Control Appraisal Period, which Final Asset Status Report has been approved or deemed approved by the holder of the related AB
Subordinate Companion Loan in accordance with the related Co-Lender Agreement (to the extent such Co-Lender Agreement requires
such approval or deemed approval), and deliver in electronic format notice of such Final Asset Status Report and the summary of
such Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant
to Section 3.13(b).


 


(g)          
No provision of this Section 3.19 shall require the Special Servicer to take or to refrain from taking any action
because of any proposal, objection or comment by the Operating Advisor or, after the occurrence and during the continuance of
a Control Termination Event, the Directing Holder or a recommendation of the Operating Advisor or, after the occurrence and during
the continuance of a Control Termination Event, or the Directing Holder.


 


Section 3.20     Sub-Servicing
Agreements. (a)  The Master Servicer and the Special Servicer may enter into Sub-Servicing Agreements to
provide for the performance by third parties of any or all of its respective obligations hereunder; provided that the
Sub-Servicing Agreement as amended or modified: (i) is consistent with this Agreement in all material respects and
requires the Sub-Servicer to comply with all of the applicable conditions of this Agreement; (ii) provides that if the
Master Servicer or the Special Servicer, as applicable, shall for any reason no longer act in such capacity hereunder
(including, without limitation, by reason of a Servicer Termination Event), the Trustee or its designee shall thereupon
assume all of the rights and, except to the extent they arose prior to the date of assumption, obligations of such party
under such agreement, or, alternatively, may act in accordance with Section 7.02 hereof under the circumstances
described therein (subject to Section 3.20(g) hereof); (iii) provides that the Trustee (for the benefit of
the Certificateholders and the related Companion Holder (if applicable) and the Trustee (as holder of the Lower-Tier Regular
Interests) shall be a third party beneficiary under such Sub-Servicing Agreement, but that (except to the extent the Trustee
or its designee assumes the obligations of such party thereunder as contemplated by the immediately preceding clause (ii))
none of the Trust, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the
Master Servicer or the Special Servicer, as applicable, any successor master servicer or special servicer or any
Certificateholder (or the related Companion Holder, if applicable) shall have any duties under such Sub-Servicing Agreement
or any liabilities arising therefrom; (iv) permits any purchaser of a Mortgage Loan 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 the Special Servicer, as applicable, is permitted hereunder to
modify such Mortgage Loan; (vii) with


 



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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 (viii) provides that the Sub-Servicer shall be in default under the related Sub-Servicing
Agreement and such Sub-Servicing Agreement shall be terminated (following the expiration of any applicable Grace Period) if the
Sub-Servicer fails (A) to deliver by the due date any Exchange Act reporting items required to be delivered to the Master
Servicer, Certificate Administrator or Depositor under Article XI or under the Sub-Servicing Agreement or to the master
servicer under any other pooling and servicing agreement that the Depositor is a party to, or (B) to perform in any material
respect any of its covenants or obligations contained in the Sub-Servicing Agreement regarding creating, obtaining or delivering
any Exchange Act reporting items required for any party to this Agreement to perform its obligations under Article XI
 or under the Exchange Act reporting items required under any other pooling and servicing agreement that the Depositor is a
party to. Any successor master servicer or special servicer, as applicable, hereunder shall, upon becoming successor master servicer
or special servicer, as applicable, be assigned and may assume any Sub-Servicing Agreements from the predecessor Master Servicer
or the Special Servicer, as applicable (subject to Section 3.20(g) hereof). In addition, each Sub-Servicing Agreement
entered into by the Master Servicer may but need not provide that the obligations of the Sub-Servicer thereunder may terminate
with respect to any Mortgage Loan 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 the Special Servicer, as applicable,
shall deliver to the Trustee (i) copies of all Sub-Servicing Agreements entered into by it, in each case, promptly upon its
execution and delivery of such documents and (ii) upon request of the Trustee, any amendments or modifications to such Sub-Servicing
Agreements. References in this Agreement to actions taken or to be taken by the Master Servicer include actions taken or to be
taken by a Sub-Servicer on behalf of the Master Servicer; and, in connection therewith, all amounts advanced by any Sub-Servicer
(if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it need not so provide) to satisfy the obligations
of the Master Servicer hereunder to make Advances shall be deemed to have been advanced by the Master Servicer out of its own
funds and, accordingly, in such event, such Advances shall be recoverable by such Sub-Servicer in the same manner and out of the
same funds as if such Sub-Servicer were the Master Servicer, and, for so long as they are outstanding, such Advances shall accrue
interest in accordance with Section 3.03(d), such interest to be allocable between the Master Servicer and such Sub-Servicer
as may be provided (if at all) pursuant to the terms of the Sub-Servicing Agreement. For purposes of this Agreement, the Master
Servicer shall be deemed to have received any payment when a Sub-Servicer retained by it receives such payment. The Master Servicer
or the Special Servicer, as applicable, shall notify the Master Servicer or the Special Servicer, as applicable, the Trustee and
the Depositor (and the Special Servicer shall notify the Operating Advisor) in


 



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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 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.


 






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(g)          Each Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person becomes successor master servicer,
the Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing Agreement with or without cause
and without a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement, the Trustee and any successor
master servicer shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s rights and obligations
under the Initial Sub-Servicing Agreement shall expressly survive a termination of the Master Servicer’s servicing rights
under this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in accordance with its
provisions; (ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations
of the Master Servicer) shall be deemed to automatically assume and agree to the then-current Initial Sub-Servicing Agreement
without further action upon becoming the successor master servicer and (iii) this Agreement may not be modified in any manner
which would increase the obligations or limit the rights of the Initial Sub-Servicer hereunder and/or under the Initial Sub-Servicing
Agreement, without the prior written consent of the Initial Sub-Servicer (which consent shall not be unreasonably withheld).


 


(h)          With respect to Mortgage Loans 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 Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority of the Controlling
Class, the consent of the Directing Holder, except to the extent necessary for the Special Servicer to comply with applicable
regulatory requirements.


 


Notwithstanding
anything to the contrary herein, no Sub-Servicer shall be permitted under any Sub-Servicing Agreement to make material servicing
decisions, such as loan modifications or determinations as to the manner or timing of enforcing remedies under the Mortgage Loan
documents, as applicable, without the consent of the Master Servicer or the Special Servicer, as applicable.


 


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


 



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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 Holder and Operating Advisor Contact with the Master Servicer and the Special Servicer. Within a reasonable time
upon request from the Directing Holder or the Operating Advisor, as applicable, and no more often than on a monthly basis, each
of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer via telephone available
to verbally answer questions from (a) the Directing Holder ((i) prior to the occurrence and continuance of a Consultation
Termination Event and (ii) other than with respect to any Excluded Loan as to such party) and (b) the Operating Advisor (with
respect to the Special Servicer only), regarding the performance and servicing of the Mortgage Loans and/or REO Properties for
which the Master Servicer or the Special Servicer, as the case may be, is responsible.


 


Section 3.23     Controlling Class Certificateholders, Directing Certificateholder and the Risk Retention Consultation Party; Certain Rights
and Powers of Directing Holder and the Risk Retention Consultation Party. (a)  Each Controlling Class Certificateholder
is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate
Administrator and to notify the Master Servicer, the Certificate Administrator, the Special Servicer and the Operating Advisor
of the transfer of any Certificate of a Controlling Class by delivering a notice to each such Person substantially in the form
of Exhibit NN attached hereto, the selection of a Directing Certificateholder or the resignation or removal thereof.
The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor when such Certificateholder
is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class
Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.


 


On
the Closing Date, the initial Directing Certificateholder shall deliver to the parties to this Agreement a certification substantially
in the form of Exhibit P-1G to this Agreement. Upon the resignation or removal of the existing Directing Certificateholder,
any successor directing certificateholder shall execute and also deliver to the parties to this Agreement a certification substantially
in the form of Exhibit P-1G to this Agreement prior to being recognized as the new Directing Certificateholder.


 


On
the Closing Date, the initial Risk Retention Consultation Party shall deliver to the parties to this Agreement a certification
substantially in the form of Exhibit P-1H to this Agreement. Upon the resignation or removal of the existing Risk
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any successor risk retention consultation party shall execute and also deliver to the parties to
this Agreement a certification substantially in the form of Exhibit P-1H to this Agreement prior to being recognized
as the new Risk Retention Consultation Party.


 


(b)          
Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall
be entitled to rely on such selection unless the Controlling Class Certificateholders entitled to appoint the Directing Certificateholder,
by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Operating Advisor and each other Controlling Class Certificateholder, in writing,
of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation
of a Directing Certificateholder, the Certificate Administrator shall request the Controlling Class Certificateholders to select
a new Directing Certificateholder. In the event that (i) the Master Servicer, the Certificate Administrator, the Special
Servicer, the Trustee or the Operating Advisor receives written notice from a majority of the Controlling Class Certificateholders
that a Directing Certificateholder is no longer designated and (ii) the Controlling Class Certificateholder that owns the
largest aggregate Certificate Balance of the Controlling Class (or a representative thereof) becomes the Directing Certificateholder
pursuant to the proviso of the definition of “Directing Certificateholder”, then the Controlling Class Certificateholder
that owns the largest aggregate Certificate Balance of the Controlling Class (or its representative) shall provide its name and
address to the Certificate Administrator and notify the Master Servicer, the Certificate Administrator, the Special Servicer,
the Trustee and the Operating Advisor that it is the new Directing Certificateholder; provided that the Master Servicer,
the Certificate Administrator, the Special Servicer, the Trustee and the Operating Advisor shall be entitled to rely on the written
notification provided by the purported Controlling Class Certificateholder that owns the largest aggregate Certificate Balance
of the Controlling Class without independently verifying that such Controlling Class Certificateholder actually owns the largest
aggregate Certificate Balance of the Controlling Class. Additionally, once a Risk Retention Consultation Party has been selected,
each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor
and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless the
Holders of the VRR Interest entitled to appoint the Risk Retention Consultation Party, by Certificate Balance, or such Risk Retention
Consultation Party shall have notified the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor and each other Holder of the VRR Interest, in writing, of the selection of a new Risk Retention Consultation
Party.


 


(c)           Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the
Operating Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the
Controlling Class Certificateholder, the Directing Certificateholder and the Risk Retention Consultation Party.


 


(d)          In the event that no Directing Holder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable,
and the Master Servicer or the Special


 



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Servicer, as the case may be, has attempted to obtain such information from the Certificate
Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then until
such time as the new Directing Holder is identified, the Master Servicer or the Special Servicer, as applicable, shall have no
duty to consult with, provide notice to, or seek the approval or consent of any such Directing Holder as the case may be.


 


(e)        
  Upon request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicer, the
Operating Advisor, the Master Servicer and, prior to the occurrence and continuance of a Consultation Termination Event, the
Directing Certificateholder, a list of each Controlling Class Certificateholder (or each Certificate Owner of the Controlling
Class, if applicable), including names and addresses. In addition to the foregoing, within five (5) Business Days of
receiving notice of the selection of a new Directing Certificateholder or Risk Retention Consultation Party or the existence
of a new Controlling Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Operating Advisor,
the Master Servicer and the Special Servicer. Notwithstanding the foregoing, (a) RREF III - D AIV RR, 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 Holder may
have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the
Directing Holder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder
does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the
Directing Holder may take actions that favor interests of the Holders of one or more Classes of Certificates, including, without
limitation, the Controlling Class, over the interests of the Holders of one or more other Classes of Certificates; and (v) the
Directing Holder shall have no liability whatsoever (other than to a Controlling Class Certificateholder, to the extent the Directing
Certificateholder is the Directing Holder) for having so acted, and no Certificateholder may take any action whatsoever against
the Directing Holder or any director, officer, employee, agent or principal of the Directing Holder for having so acted.


 


Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Risk Retention Consultation
Party may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates;
(ii) the Risk


 



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Retention Consultation Party may act solely in the interests of the Holders of the VRR 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 VRR Interest; (iv) the Risk Retention Consultation Party may take actions that favor interests of the Holders of one
or more Classes including the VRR 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 VRR 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 a website) to the Directing Holder contained in this Agreement shall also apply to each
Companion Holder with respect to information relating to the related Serviced Whole Loan, as applicable; provided, however,
that nothing in this subsection (h) shall in any way eliminate the obligation to deliver any information required to be
delivered under the related Intercreditor Agreement.


 


(i)          
Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee and the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact
information of the Controlling Class Certificateholder, the Directing Holder, the Risk Retention Consultation Party and any AB
Whole Loan Controlling Holder.


 


(j)          
With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole
Loan, the Directing Holder shall exercise such rights in accordance with the related Intercreditor Agreement.


 


(k)          
The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class or provide the name,
contact information and address of the then-current Directing Certificateholder within two (2) Business Days of a request from
the Master Servicer, the Special Servicer, Certificate Administrator, Trustee, Operating Advisor or any Certificateholder and
provide such information to the requesting party.


 


(l)          
At any time that the Controlling Class Certificateholder is the holder of a majority of the Class F Certificates and the Class
F Certificates are the Controlling Class, it may waive its right (a) to appoint the Directing Certificateholder and (b) to exercise
any of the Directing Certificateholder’s rights under this Agreement by irrevocable written notice delivered to the Depositor,
the Certificate Administrator (which shall be via email to trustadministrationgroup@wellsfargo.com .com), the Trustee, the Master
Servicer, the Special Servicer and the Operating Advisor. Notwithstanding anything to the contrary contained herein, during such
time as a Control Termination Event or Consultation Termination Event is in existence solely as a result of the operation of clause (ii) of the definition of Control Termination Event and clause (ii) of the definition of Consultation Termination Event,
such Control Termination Event or Consultation Termination Event shall be deemed to no longer be in existence and have not occurred
with respect to any unaffiliated third party to whom the


 



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Controlling Class Certificateholder that irrevocably waived its right
to exercise any of the rights of the Controlling Class Certificateholder has sold or transferred all or a portion of its interest
in the Class F Certificates if such unaffiliated third party holds the majority of the Controlling Class after giving effect to
such transfer (the “Non-Waiving Successor”). Following any such sale or transfer, the Non-Waiving Successor
shall again have the rights of the Controlling Class Certificateholder as set forth herein (including the rights to appoint a
Directing Certificateholder or cause the exercise of the rights of the Directing Certificateholder) without regard to any prior
waiver by the predecessor Controlling Class Certificateholder. The Non-Waiving Successor shall also have the right to exercise
any of the rights of the Controlling Class Certificateholder. No Non-Waiving Successor described above shall have any consent
rights with respect to any Mortgage Loan that became a Specially Serviced Loan prior to the sale or transfer of the Class F Certificates
to the Non-Waiving Successor and had not also become a Corrected Loan prior to such sale or transfer until such time as such Mortgage
Loan becomes a Corrected Loan.


 


(m)          Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on
its statement made available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class
and (ii) provide to the Master Servicer, the Special Servicer and the Operating Advisor notice of such event and the identity
and contact information of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being
an expense of the Trust). The Certificate Administrator shall notify the Operating Advisor, the Master Servicer and the Special
Servicer within ten (10) Business Days of the existence or cessation of (i) any Control Termination Event, (ii) any
Consultation Termination Event or (iii) any Operating Advisor Consultation Event. Upon the Certificate Administrator’s
determination that a Control Termination Event, a Consultation Termination Event or an Operating Advisor Consultation Event has
occurred or is terminated, the Certificate Administrator shall, within ten (10) Business Days, post a “special notice”
on the Certificate Administrator’s Website pursuant to this provision.


 


In
the event that a Control Termination Event has occurred due to a reduction of the Certificate Balance of the Class F Certificates
(taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance
of such Class in accordance with Section 4.05(a) hereof) to less than 25% of the Original Certificate Balance thereof,
such special notice shall state “A Control Termination Event has occurred due to the reduction of the Certificate Balance
of the Class F Certificates to less than 25% of the Original Certificate Balance thereof.”


 


In
the event that a Control Termination Event or Consultation Termination Event has occurred due to the irrevocable waiver by a Class
F Certificateholder who has become the Controlling Class Certificateholder of its right to appoint a Directing Certificateholder
or to exercise any of the rights of the Controlling Class Certificateholder, such special notice shall state “A Control
Termination Event and a Consultation Termination Event has occurred due to the irrevocable waiver by the Controlling Class Certificateholder
of its rights as Controlling Class Certificateholder.”


 


In
the event that a Consultation Termination Event has occurred due to the reduction of each Class of Control Eligible Corresponding
Certificates below 25% of its Original Certificate Balance, in each case without regard to the application of any Cumulative Appraisal


 



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Reduction Amounts, such special notice shall state: “A Consultation Termination Event has occurred because no Class of Control
Eligible Corresponding Certificates exists where such Class’s aggregate Certificate Balance is at least equal to 25% of
the Original Certificate Balance of that Class, in each case without regard to the application of any Cumulative Appraisal Reduction
Amounts.”


 


In
the event of any transfer of a Class F Certificate, and upon notice to the Certificate Administrator in the form of Exhibit NN that results in a termination of a Control Termination Event or a Consultation Termination Event, such “special notice”
shall state: “A Consultation Termination Event or a Control Termination Event has been terminated and is no longer in effect
due to a transfer of a majority interest of the Controlling Class Certificates to an unaffiliated third party which has terminated
any waiver by the prior Holder.”


 


The
Directing Holder shall not have any consent or consultation rights with respect to any Mortgage Loan determined to be an Excluded
Loan as to either the Directing Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority
of the Controlling Class. Likewise, the Risk Retention Consultation Party shall not have any consultation rights with respect
to any Mortgage Loan determined to be an Excluded Loan as to either such Risk Retention Consultation Party or the Holder of the
majority of the VRR 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 the Special Servicer acknowledges and agrees that
each Serviced Whole Loan being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms
and provisions of the related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan and each Mortgage
Loan with mezzanine debt in accordance with the related Intercreditor Agreement and this Agreement, including, without limitation,
effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement and, in
the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreement, the related Intercreditor
Agreement shall govern. Notwithstanding anything contrary in this Agreement, each of the Master Servicer and Special Servicer
agrees not to take any action with respect to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt or the related Mortgaged
Property without the prior consent of the related Companion Holder or mezzanine lender, as applicable, to the extent that the
related Intercreditor Agreement provides that such Companion Holder or mezzanine lender, as applicable, is required or permitted
to consent to such action. Each of the Master Servicer and Special Servicer acknowledges and agrees that each Companion Holder
and each mezzanine lender or its respective designee has the right to purchase the related Mortgage Loan pursuant to the terms
and conditions of this Agreement and the related Intercreditor Agreement to the extent provided for therein. All parties hereto
further acknowledge and agree that any AB Whole Loan Controlling Holder will have the right to replace the Special Servicer solely
with respect to the related Serviced AB Whole Loan and shall be entitled to exercise all approval rights of the Directing Holder
regarding any Asset Status Report in respect of the related Mortgage Loan or related REO Property, without regard to the occurrence
of any Control Termination Event or


 



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Consultation Termination Event with respect to the related Serviced AB Whole Loan, to the
extent provided for herein and in the related Intercreditor Agreement.


 


(b)          
Neither the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any
entitlement in favor of a Companion Holder or a mezzanine lender under the related Intercreditor Agreement or conflict between
the terms of this Agreement and the terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor
Agreement that may otherwise require the Master Servicer or the Special Servicer to abide by any instruction or direction of a
Companion Holder or a mezzanine lender, neither the Master Servicer nor the Special Servicer shall be required to comply with
any instruction or direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable
Advance. In no event shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne
by the Master Servicer or the Special Servicer for its own account without reimbursement. In no event shall the Master Servicer
or the Special Servicer be required to consult with or obtain the consent of any Companion Holder or a mezzanine lender unless
such Companion Holder or mezzanine lender has delivered notice of its identity and contact information to each of the parties
to this Agreement (upon which notice each of the parties to this Agreement shall be conclusively entitled to rely). As of the
Closing Date, the contact information for the Companion Holders and mezzanine lenders is as set forth in the related Intercreditor
Agreement. In no event shall the Master Servicer or the Special Servicer, as applicable, be required to consult with or obtain
the consent of a new Directing Certificateholder or a new Controlling Class Certificateholder or consult with a new Risk Retention
Consultation Party unless the Certificate Administrator has delivered notice to the Master Servicer or the Special Servicer, as
applicable, as required under Section 3.23(e) or the Master Servicer or the Special Servicer, as applicable, have
actual knowledge of the identity and contact information of a new Directing Certificateholder, a new Controlling Class Certificateholder
or a new Risk Retention Consultation Party.


 


(c)          
No direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the Master Servicer
or the Special Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision of
this Agreement, including the Master Servicer’s or the Special Servicer’s obligation to act in accordance with the
Servicing Standard and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust, (b) result
in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions
or (c) materially expand the scope of the Special Servicer’s, Trustee’s, the Certificate Administrator’s
or the Master Servicer’s responsibilities under this Agreement.


 


(d)         
With respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor, the Directing Certificateholder
or the Risk Retention Consultation Party hereunder may have to consult with respect to any action or other matter with respect
to the servicing of such Companion Loan, to the extent the related Intercreditor Agreement provides that such right is exercisable
by the related Companion Holder or is exercisable in conjunction with any related Companion Holder, the Directing Certificateholder
and the Risk Retention Consultation Party shall not be permitted to exercise such right or, to the extent provided in the related
Intercreditor Agreement, shall be required to exercise such right in conjunction with the related Companion Holder, as applicable
(except to


 



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the extent that the Directing Certificateholder or the Risk Retention Consultation Party is the related Serviced Whole
Loan Controlling Holder). Additionally, notwithstanding anything in this Agreement to the contrary, the Master Servicer or the
Special Servicer, as applicable, shall consult, seek the approval or obtain the consent of the holder of any Serviced Companion
Loan with respect to any matters with respect to the servicing of such Companion Loan to the extent required under related Intercreditor
Agreement and shall not take such actions requiring consent of the related Companion Holder without such consent. In addition,
notwithstanding anything to the contrary, the Master Servicer or the Special Servicer, as applicable, 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, (a)(i) with respect to any non-Specially Serviced Loan the Special
Servicer (with respect to any Major Decision or Special Servicer Decision, unless the Master Servicer and the Special Servicer
mutually agree that, in connection with any modification, waiver or amendment that constitutes a Major Decision or a Special Servicer
Decision, the Master Servicer shall process and determine whether to consent, subject to the consent of the Special Servicer,
to such modification, waiver or amendment) or the Master Servicer (with respect to any modification, waiver or amendment that
does not constitute a Major Decision or a Special Servicer Decision), or (ii) with respect to any Specially Serviced Loan, the
Special Servicer, as applicable, 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 Special
Servicer Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced
Whole Loan, to the related Companion Holder, within the same time frame it is required to provide to the Controlling Class Certificateholder
(for this purpose, without regard to whether such items are actually required to be provided to the Controlling Class Certificateholder
under this Agreement due to the occurrence and continuance of a Control Termination Event or a Consultation Termination Event)
and (2) to consult with any related Companion Holder on a strictly non-binding basis, to the extent having received such notices,
information and reports, such related Companion Holder requests consultation with respect to any such Major Decisions or Special
Servicer 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 Master Servicer or the Special Servicer, as applicable, 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 Master Servicer or the Special Servicer, as applicable, proposes a new course of action that is materially different
from the action previously proposed, in which case such ten (10) Business Day period shall be deemed to begin anew from the date
of such proposal and delivery of all information relating thereto). Notwithstanding the consultation rights of the related Companion
Holder set forth in the immediately preceding sentence, 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


 



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no event shall the Master Servicer
or the Special Servicer, as applicable, be obligated at any time to follow or take any alternative actions recommended by the
related Companion Holder.


 


(f)          
In addition to the consultation rights of the holder of a Serviced Pari Passu Companion Loan provided in the immediately preceding
paragraph, such Companion Holder shall have the right to attend (in person or telephonically, in the discretion of the Master
Servicer or Special Servicer, as applicable) annual meetings with the Master Servicer or the Special Servicer at the offices of
the Master Servicer or the Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Master
Servicer or the Special Servicer, as applicable, in which servicing issues related to the related Whole Loan are discussed.


 


(g)         
With respect to any Serviced Whole Loan, the Special Servicer shall not modify, waive or amend the terms of the related Intercreditor
Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier than 2 Business Days
after receipt by the Master Servicer of the related Periodic Payment without the consent of the Master Servicer.


 


(h)         
Any modification or amendment to an Intercreditor Agreement that would materially adversely affect the Master Servicer 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 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


 



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request, and, if it has not, promptly request the
related Rating Agency Confirmation again (which may also be through direct communication). The circumstances described in the
preceding sentence are referred to in this Agreement as a “RAC No-Response Scenario.” Once the RAC Requesting
Party has sent a request for a Rating Agency Confirmation to the 17g-5 Information Provider, such RAC Requesting Party, may, but
shall not be obligated to send such request directly to the Rating Agencies in accordance with the procedures set forth in this
Section 3.25.


 


If
there is no response to such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC
No-Response Scenario or if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing
such request nor waiving the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage
Loan document requiring such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the
servicing of the Mortgage Loans (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 (with respect to non-Specially Serviced Loans, if the Master Servicer is processing
the action requiring Rating Agency Confirmation) or the Special Servicer (with respect to Specially Serviced Loans, REO Mortgage
Loans and non-Specially Serviced Loans if the Special Servicer is processing the action requiring Rating Agency Confirmation with
respect to such non-Specially Serviced Loans), as the case may be, may then take such action if the Master Servicer (with respect
to non-Specially Serviced Loans, if the Master Servicer is processing the action requiring Rating Agency Confirmation) or the
Special Servicer (with respect to Specially Serviced Loans, REO Mortgage Loans and non-Specially Serviced Loans if the Special
Servicer is processing the action requiring Rating Agency Confirmation with respect to such non-Specially Serviced Loans), as
applicable, confirms its original determination (made prior to making such request) that taking the action with respect to which
it requested the Rating Agency Confirmation would still be consistent with the Servicing Standard, and (y) with respect to
a replacement of the Master Servicer or the Special Servicer, such condition shall be deemed not to apply (as if such requirement
did not exist) if (i) the applicable replacement master servicer or special servicer, as applicable, it has been appointed
and currently serves as a master servicer or special servicer is listed on S&P’s Select Servicer List as a U.S. Commercial
Mortgage Master Servicer or U.S. Commercial Mortgage Special Servicer, as applicable, if S&P is the non-responding Rating
Agency, (ii) the applicable replacement master servicer or special servicer is rated at least “CMS3” (in the
case of the replacement master servicer) or “CSS3” (in the case of the replacement special servicer), if Fitch is
the non-responding Rating Agency or (iii) KBRA has not cited servicing concerns with respect to the replacement master servicer
or special servicer as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement
on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed
securitization transaction serviced by such 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


 



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 Agency to process such request. Such
written Rating Agency Confirmation request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5
Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Promptly
following the Master Servicer’s or the Special Servicer’s determination to take any action discussed in this Section 3.25(a)
following any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such requirement did
not exist), the Master Servicer or the Special Servicer, as applicable, shall provide electronic written notice to the 17g-5
Information Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider shall
promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


(b)         
Notwithstanding anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage Loan
document relating to defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral)
or release or substitution of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which
the Master Servicer or the Special Servicer would have been permitted to waive obtaining such Rating Agency Confirmation pursuant
to Section 3.25(a) shall be deemed not to apply (as if such requirement did not exist).


 


(c)           For all other matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting
Party shall deliver Rating Agency Confirmation from each Rating Agency.


 


Section 3.26     The Operating Advisor. (a)  The Operating Advisor shall promptly review (i) the actions of the Special Servicer
with respect to a Mortgage Loan when it is a Specially Serviced Loan (as provided in Section 3.19(d), Section 3.26 and Section 6.08) and after the occurrence and during the continuance of an Operating Advisor Consultation Event
the actions of the Special Servicer with respect to Major Decisions relating to the Mortgage Loans when they are not a Specially
Serviced Loan when a Major Decision Reporting Package has been delivered, (ii) all reports by the Special Servicer made available
to Privileged Persons on the Certificate Administrator’s Website and (iii) each Asset Status Report (after the occurrence
and during the continuance of an Operating Advisor Consultation Event) and each Final Asset Status Report delivered to the Operating
Advisor by the Special Servicer. The Operating Advisor shall perform its duties hereunder in accordance with the Operating Advisor
Standard. In addition and for the avoidance of doubt, although the Operating Advisor may have certain consultation duties with
the Master Servicer with respect to certain Major Decisions processed by the Master Servicer, the Operating Advisor will have
no obligations or responsibility at any time to review or assess the actions of the Master Servicer for compliance with the Servicing
Standard, and the Operating Advisor will not be required to consider such Master Servicer actions in connection with any Operating
Advisor Annual Report.


 


(b)          
The Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled as “Privileged
Information” received from the Special Servicer or Directing Holder in connection with the Directing Holder’s exercise
of its rights under this Agreement (including, without limitation, in connection with the review and/or


 



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approval of any Asset
Status Report) or otherwise in connection with this transaction, except under the circumstances described in Section 3.26(f) and subject to any Privileged Information Exception or law, rule, regulation, order, judgment or decree requiring the disclosure
of such labeled Privileged Information. Subject to the terms and conditions in this Agreement related to Privileged Information,
the Operating Advisor agrees that it shall use information received from the Special Servicer pursuant to the terms of this Agreement
solely for purposes of complying with its duties and obligations hereunder.


 


(c)           
(i)  Based on the Operating Advisor’s review of any assessment of compliance report, any attestation report, any
Major Decision Reporting Package, and/or Asset Status Report (in the case of a Major Decision Reporting Package or Asset Status
Report, after the occurrence and during the continuance of an Operating Advisor Consultation Event), any Final Asset Status Report
and other reports by the Special Servicer made available to Privileged Persons that are posted on the Certificate Administrator’s
Website during the prior calendar year, the Operating Advisor shall (if, at any time during the prior calendar year, (i) any
Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan was a Specially Serviced Loan or (ii) an Operating
Advisor Consultation Event occurred during the prior calendar year) deliver to the Depositor, the Certificate Administrator (who
shall promptly post such report on the Certificate Administrator’s Website in accordance with Section 3.13(b))
and the 17g-5 Information Provider (who shall post it to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c))
within one hundred twenty (120) days of the end of the prior calendar year, an annual report (the “Operating Advisor
Annual Report”), substantially in the form of Exhibit V (which form may be modified or altered as to either its
organization or content by the Operating Advisor, subject to compliance of such form with the terms and provisions of this Agreement
including, without limitation, provisions herein relating to Privileged Information; provided, however, that in
no event shall the information or any other content included in the Operating Advisor Annual Report contravene any provision of
this Agreement), that (a) sets forth whether the Operating Advisor believes, in its sole discretion exercised in good faith, that
the Special Servicer is operating in compliance with the Servicing Standard with respect to its performance of its duties under
this Agreement with respect to Specially Serviced Loans (and, after the occurrence and during the continuance of an Operating
Advisor Consultation Event, with respect to Major Decisions on Non-Specially Serviced Loans) during the prior calendar year on
a “trust-level basis”, and (b) identifies (1) which, if any, standards the Operating Advisor believes, in
its sole discretion exercised in good faith, the Special Servicer has failed to comply and (2) any material deviations from
the Special Servicer’s obligations under this Agreement with respect to the resolution or liquidation of any Specially Serviced
Loan or REO Property (other than with respect to any REO Property related to any Non-Serviced Mortgage Loan); provided,
however, that in the event the Special Servicer is replaced, the Operating Advisor Annual Report shall only relate to the
Special Servicer that was acting as Special Servicer as of December 31 in the prior calendar year and is continuing in such capacity
through the date of such Operating Advisor Annual Report; provided, further, that the Operating Advisor shall prepare
a separate Operating Advisor Annual Report relating to each Excluded Special Servicer and any Excluded Special Servicer Loan(s)
serviced by such Excluded Special Servicer. In preparing any Operating Advisor Annual Report, the Operating Advisor shall not
be required to report on instances of non-compliance with, or deviations from, the Servicing Standard or the Special Servicer’s
obligations under this Agreement that the Operating Advisor determines, in its sole discretion exercised in good faith, to be
immaterial. Only as used in


 



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connection with the Operating Advisor Annual Report, the term “trust-level basis” refers
to the Special Servicer’s performance of its duties with respect to the pool of Specially Serviced Loans (and, after the
occurrence and continuance of an Operating Advisor Consultation Event, with respect to Major Decisions on non-Specially Serviced
Loans) under this Agreement taking into account the Special Servicer’s specific duties under this Agreement as well as the
extent to which those duties were performed in accordance with the Servicing Standard, with reasonable consideration by the Operating
Advisor of any Assessment of Compliance Report, Attestation Report, Major Decision Reporting Package, Asset Status Report (after
the occurrence and during the continuance of an Operating Advisor Consultation Event), Final Asset Status Report and other information,
in each case, delivered to the Operating Advisor by the Special Servicer (other than any communications between the Directing
Holder and the Special Servicer that would be Privileged Information) pursuant to this Agreement. Subject to the restrictions
in this Agreement, including, without limitation, Section 3.26(f) hereof, each such Operating Advisor Annual Report
shall comply with all of the confidentiality requirements described in this Agreement regarding Privileged Information (subject
to any permitted exceptions). Such Operating Advisor Annual Report shall be delivered to the Depositor, the Certificate Administrator
(which shall promptly post such Operating Advisor Annual Report on the Certificate Administrator’s Website in accordance
with Section 3.13(b)) and the 17g-5 Information Provider (which shall promptly post such Operating Advisor Annual
Report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)); provided, however,
that the Special Servicer shall be given an opportunity to review the Operating Advisor Annual Report at least ten (10) days prior
to its delivery to the Depositor, the Certificate Administrator and the 17g-5 Information Provider. The Operating Advisor shall
have no obligation to adopt any comments to the Operating Advisor Annual Report that are provided by the Special Servicer.


 


(ii)           
In the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual Report
is limited or prohibited due to the failure of a party hereto to timely deliver notice of action and information required to be
delivered to the Operating Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth
such limitations or prohibitions in the related Operating Advisor Annual Report and the Operating Advisor shall not be subject
to any liability arising from such limitations or prohibitions. The Operating Advisor shall be entitled to conclusively rely on
the accuracy and completeness of any information it is provided without liability for any such reliance thereunder.


 


(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


 



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Advisor Annual
Report, and the Operating Advisor shall not be subject to any liability arising from such limitations or prohibitions.


 


(d)          
(i)  After the calculation has been finalized (and if an Operating Advisor Consultation Event has occurred and is continuing
prior to the utilization) by the Special Servicer of any of the calculations related to (A) Appraisal Reduction Amounts,
(B) Collateral Deficiency Amounts or (C) net present value in accordance with Section 1.02(iv), the Special Servicer
shall forward such calculations, together with any supporting material or additional information necessary in support thereof
(including such additional information reasonably requested by the Operating Advisor to confirm the mathematical accuracy of such
calculations, but not including any Privileged Communications and, in the case of any Appraisal Reduction Amount or Collateral
Deficiency Amount, only to the extent the Master Servicer has provided such information to the Special Servicer), to the Operating
Advisor promptly, but in any event no later than two (2) Business Days after preparing such calculations, and the Operating Advisor
shall no later than three (3) Business Days after receipt of such calculations and any supporting or additional materials recalculate
the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portion of the applicable
formulas required to be utilized in connection with any such calculation.


 


(ii)         In connection with this Section 3.26(d), in the event the Operating Advisor does not agree with the mathematical calculations
of the net present value, Appraisal Reduction Amount or Collateral Deficiency Amount (as calculated by the Special Servicer) or
the application of the applicable non-discretionary portions of the formula required to be utilized for such calculation, the
Operating Advisor and the Special Servicer shall consult with each other in order to resolve any material inaccuracy in the mathematical
calculations or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations
or any disagreement within five (5) Business Days of delivery of such calculations to the Operating Advisor. The Master Servicer
shall cooperate with the Special Servicer and provide any information reasonably requested by the Special Servicer necessary for
the calculation of the Appraisal Reduction Amount that is in the Master Servicer’s possession or reasonably obtainable by
the Master Servicer. In the event the Operating Advisor and the Special Servicer are not able to resolve such inaccuracies or
disagreement prior to the end of such five (5) Business Day period, the Operating Advisor shall promptly notify the Certificate
Administrator of such disagreement and the Certificate Administrator shall examine the calculations and supporting materials provided
by the Operating Advisor and the Special Servicer and determine which calculation is to apply (and shall provide prompt written
notice of such determination to the Operating Advisor and the Special Servicer). In making such determination, the Certificate
Administrator may hire an independent third party to assist with any such calculation at the expense of the Trust. The Certificate
Administrator shall be entitled to conclusively rely on such third party calculation.


 


(e)           Notwithstanding the foregoing, prior to the occurrence and continuance of an Operating Advisor Consultation Event, the Operating
Advisor’s review will be limited to an after-the-action review of the reports and material described above (together with
any additional information and material reviewed by the Operating Advisor) and, therefore, it shall have no involvement with respect
to collateral substitutions, assignments, workouts, modifications,


 



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consents, waivers, insurance policies, mortgagor substitutions,
lease changes, additional borrower debt, defeasances, property management changes, releases from escrow, assumptions or other
similar actions that the Special Servicer may perform under this Agreement and will have no obligations at any time with respect
to any Non-Serviced Mortgage Loan. In addition, with respect to the Operating Advisor’s review of net present value calculations
as described above, the Operating Advisor’s recalculation will not take into account the reasonableness of Special Servicer’s
property and borrower performance assumptions or other similar discretionary portions of the net present value calculation.


 


(f)           
The Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information”
confidential and shall not, without the prior written consent of the Special Servicer and (for so long as no Consultation Termination
Event is continuing) the Directing Holder (with respect to any Mortgage Loan other than a Non-Serviced Whole Loan and any applicable
Excluded Loan), disclose such information to any other Person (including any Certificateholders which are not then included in
the Control Eligible Regular Interests, other than the Directing Certificateholder and the Risk Retention Consultation Party),
other than (i) to the extent expressly set forth herein, to the other parties to this Agreement with a notice indicating
that such information is Privileged Information, (ii) pursuant to a Privileged Information Exception or (iii) where
necessary to support specific findings or conclusions concerning allegations of deviations from the Servicing Standard (A) in
the Operating Advisor Annual Report or (B) in connection with a recommendation by the Operating Advisor to replace the Special
Servicer. Each party to this Agreement that receives “Privileged Information” from the Operating Advisor with a notice
stating that such information is Privileged Information shall not disclose such Privileged Information to any other Person without
the prior written consent of the Special Servicer and, unless a Control Termination Event has occurred, the Directing Certificateholder
(with respect to any Mortgage Loan other than a Non-Serviced Whole Loan and other than an Excluded Loan) other than pursuant to
a Privileged Information Exception. In addition and for the avoidance of doubt, while the Operating Advisor may serve in a similar
capacity with respect to Other Securitizations that involve the same parties or borrower involved in this securitization, the
knowledge of the employees performing operating advisor functions for such Other Securitizations are not imputed to different
employees of the Operating Advisor performing the obligations hereunder. Notwithstanding the foregoing, the Operating Advisor
shall be permitted to share Privileged Information with its Affiliates and any subcontractors of the Operating Advisor that agree
in writing to be bound by the same confidentiality provisions applicable to the Operating Advisor.


 


(g)          
Subject to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect
of Privileged Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to time
in accordance with the terms of Section 4.07(a).


 


(h)         
As compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on
each Distribution Date with respect to each Mortgage Loan (including the Serviced Mortgage Loans but not any Non-Serviced Mortgage
Loans nor any Companion Loan) 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


 



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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, with respect
to the period when the outstanding Certificate Balances of the Control Eligible Certificates have not been reduced to zero as
a result of the allocation of Realized Losses to such Certificates, only to the extent such Operating Advisor Consulting Fee is
actually received from the related Mortgagor; provided, however, that to the extent such Operating Advisor Consulting
Fee is incurred after the outstanding Certificate Balances of the Control Eligible Regular Interests have been reduced to zero
as a result of the allocation of Realized Losses to such Certificates, such Operating Advisor Consulting Fee shall be payable
in full to the Operating Advisor as a Trust Fund expense. When the Operating Advisor has consultation obligations with respect
to a Major Decision under this Agreement, the Master Servicer or the Special Servicer, as the case may be, shall use commercially
reasonable efforts to collect the applicable Operating Advisor Consulting Fee from the related Mortgagor in connection with such
Major Decision that are consistent with the efforts that the Master Servicer or the Special Servicer processing the Major Decision
would use to collect any Mortgagor-paid fees owed to it in accordance with the Servicing Standard, but only to the extent not
prohibited by the related Mortgage Loan documents. The Master Servicer or Special Servicer, as the case may be, may waive or reduce
the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines that such full or partial
waiver is in accordance with the Servicing Standard, but in no event shall the Master Servicer or the Special Servicer take any
enforcement action with respect to the collection of such Operating Advisor Consulting Fee other than requests for collection;
provided that the Master Servicer or the Special Servicer, as applicable, shall consult, on a non-binding basis, with the
Operating Advisor prior to any such waiver or reduction. Notwithstanding the foregoing, the Operating Advisor will have no obligations
or consultation rights as Operating Advisor with respect to: (i) any Non-Serviced Whole Loan or any related REO Property
or (ii) with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of an AB Control Appraisal Period;
provided, further, that the Operating Advisor shall not be entitled to an Operating Advisor Consulting Fee with
respect to any Non-Serviced Whole Loan.


 


(i)          
After the occurrence and during the continuance of a Consultation Termination Event, the Operating Advisor may be removed upon
(i) the written direction of


 






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Certificateholders evidencing not less than 25% of the Voting Rights (taking into account the application
of Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Appraisal Reduction Amounts
are allocable) requesting a vote to replace the Operating Advisor with a replacement Operating Advisor selected by such Certificateholders
(provided that the proposed replacement Operating Advisor is an Eligible Operating Advisor), and (ii) payment by such requesting
Holders to the Certificate Administrator of all reasonable fees and expenses to be incurred by the Certificate Administrator in
connection with administering such vote. The Certificate Administrator shall promptly provide written notice to all applicable
Certificateholders of such request by posting such notice on the Certificate Administrator’s Website in accordance with
Section 3.13(b), and concurrently by mail, and conduct the solicitation of votes of all applicable Certificates in such
regard. Upon the vote or written direction of Holders of at least 75% of the Voting Rights (taking into account the application
of Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Appraisal Reduction Amounts
are allocable), the Trustee shall immediately replace the Operating Advisor with the replacement operating advisor.


 


(j)          After
the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Certificateholders
representing at least 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally
reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the Operating Advisor for
cause and appoint a replacement operating advisor that is an Eligible Operating Advisor; provided that no such termination
shall be effective until a successor operating advisor has been appointed and has assumed all of the obligations of the Operating
Advisor under this Agreement; provided, further, that no such termination shall terminate the rights of the Operating
Advisor that accrued prior to such termination, including accrued and unpaid compensation and indemnification rights. The Trustee
may rely on a certification by the replacement operating advisor that it is an Eligible Operating Advisor. If the Trustee is unable
to find a replacement operating advisor that is an Eligible Operating Advisor within thirty (30) days of the termination of the
Operating Advisor, the Depositor shall be permitted to find a replacement. Upon any termination of the Operating Advisor and appointment
of a successor to the Operating Advisor, the Trustee will, as soon as possible, be required to give written notice of the termination
and appointment to the Special Servicer, the Master Servicer, the Certificate Administrator, the 17g-5 Information Provider (for
posting to the 17g-5 Information Provider’s Website), the Depositor, the Directing Certificateholder (only for so long as
no Consultation Termination Event has occurred and is continuing), the Risk Retention Consultation Party, any Companion Holder
and the Certificateholders.


 


(k)         The
holders of Certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event hereunder
may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the Certificate Administrator
of the occurrence of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event,
such Operating Advisor Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder.
Upon any such waiver of an Operating Advisor Termination Event by Certificateholders, the Trustee and the Certificate Administrator
will be entitled to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to
such Operating Advisor Termination Event prior to such waiver from the Trust.


 



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(l)          Prior
to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder shall have the right to consent,
such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating Advisor appointed
pursuant to this Section 3.26; provided, further, that such consent will be deemed to have been granted if
no objection is made within ten (10) Business Days following the Directing Certificateholder’s receipt of the request for
consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 


(m)       
The Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior written
notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset
Representations Reviewer, the Directing Certificateholder and the Risk Retention Consultation Party, if applicable, if the
Operating Advisor has secured a replacement operating advisor that is an Eligible Operating Advisor and (b) upon the
appointment of, and the acceptance of such appointment by, a successor Operating Advisor that is an Eligible Operating
Advisor. No such resignation by the Operating Advisor shall become effective until the replacement Operating Advisor shall
have assumed the resigning Operating Advisor’s responsibilities and obligations. The resigning Operating Advisor shall
pay all costs and expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator)
associated with a transfer of its duties pursuant to this Section 3.26.


 


(n)        In
the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued and
unpaid Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor
Expenses pursuant to Section 3.26(h) and shall also remain entitled to any rights of indemnification provided hereunder.


 


(o)        The
parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed, that
(i) subject to Section 6.04, the Operating Advisor shall have no liability to any Certificateholder for any actions taken
or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely as a contracting party
to the extent set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary duty, or (B) other duty except
with respect to its specific obligations under this Agreement, and shall have no duty to any particular Class of Certificates
or particular Certificateholders or any third parties, and (iv) the Operating Advisor does not constitute an “investment
adviser” within the meaning of the Investment Advisers Act of 1940, as amended.


 


(p)        With
respect to the determination of whether an Operating Advisor Consultation Event has occurred and is continuing, or has terminated,
the Operating Advisor shall be entitled to rely solely on its receipt from the Certificate Administrator of notice thereof pursuant
to Section 3.23(m) of this Agreement, and, with respect to any obligations of the Operating Advisor that are performed
only after the occurrence and continuance of an Operating Advisor Consultation Event, the Operating Advisor shall have no obligation
to perform any such duties until the receipt of such notice.


 


(q)       
The Operating Advisor will be permitted to delegate its duties to agents or subcontractors so long as the related agreements
or arrangements with such agents or


 



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subcontractors are consistent with the provisions of this Agreement; provided that
no agent or subcontractor may (i) be affiliated with a Mortgagor, Sponsor, Master Servicer, the Special Servicer, the
Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates
or (ii) have been paid any fees, compensation or other remuneration by an Underwriter, Master Servicer, the Special Servicer,
the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective
Affiliates in connection with due diligence or other services with respect to any Mortgage Loan 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


 



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Companion Holders from time to time, to the extent such information is provided in writing to it by each
Companion Holder. The initial Companion Holders, along with their respective name and address, are listed on Exhibit S
hereto. In the event a Companion Holder transfers a Companion Loan without notice to the Companion Paying Agent, the Companion
Paying Agent shall have no liability for any misdirected payment in such Companion Loan and shall have no obligation to recover
and redirect such payment.


 


The
Companion Paying Agent shall promptly provide the name and address of the Companion Holder to any party hereto or any successor
Companion Holder upon written request and any such Person may, without further investigation, conclusively rely upon such information.
The Companion Paying Agent shall have no liability to any Person for the provision of any such name and address.


 


For
the avoidance of doubt, any notices or information required to be delivered pursuant to this Agreement by any party hereto to
a Companion Holder with respect to a Companion Loan that has been included in an Other Securitization shall be provided to the
Other Servicer (which, unless required by the related Intercreditor Agreement to be sent to additional parties, shall be satisfied
by the delivery to the “master servicer” under the related Other Pooling and Servicing Agreement) under the Other
Pooling and Servicing Agreement.


 


Section
3.29    Certain Matters Relating to the Non-Serviced Mortgage Loans. (a) In the event that any of the
applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer shall
be replaced in accordance with the terms of the applicable Non-Serviced PSA, the Master Servicer and the Special Servicer shall
acknowledge its successor as the successor to the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer
or the applicable Non-Serviced Special Servicer, as the case may be.


 


(b)        If
any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the Master
Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the
Trustee, the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer
of the same.


 


(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


 



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occurrence and continuance of a Control Termination
Event, forward such materials to the Directing Certificateholder for its consent, if such consent is required. The Special Servicer
may (with the consent of the Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event)
waive any timing or delivery requirements related to such sale to the extent set forth in the related Intercreditor Agreement.


 


(e)         With
respect to any Non-Serviced Mortgage Loan, the Directing Certificateholder, prior to the occurrence and continuance of a Consultation
Termination Event, or the Special Servicer, following the occurrence and during the continuance of a Consultation Termination
Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling
Note Holder” (or similar term identified in the related Intercreditor Agreement) under the related Intercreditor Agreement.


 


(f)         With
respect to each Non-Serviced Mortgage Loan and Serviced Whole Loan, this Agreement is subject to the related Intercreditor Agreement
and incorporates by reference all provisions required to be included herein pursuant to such Intercreditor Agreement.


 


Section
3.30    Delivery of Excluded Information to the Certificate Administrator.    Any
Excluded Information that the Master Servicer, the Special Servicer or the Operating Advisor identifies and delivers to the Certificate
Administrator for posting to the Certificate Administrator’s Website shall be delivered to the Certificate Administrator
via e-mail (or such other electronic means as is mutually acceptable to the parties) in one or more separate files labeled “Excluded
Information” followed by the applicable loan name and loan file to cmbsexcludedinformation@wellsfargo.com. For the avoidance
of doubt, any information that is not appropriately labeled and delivered in accordance with this Section 3.30 shall not
be separately posted as Excluded Information on the Certificate Administrator’s Website, and any information appropriately
labeled and delivered to the Certificate Administrator pursuant to this Section 3.30 shall be posted on the Certificate
Administrator’s Website under the “Excluded Information” section, as provided under Section 3.13. When
so posted, the Excluded Controlling Class Holders shall be prohibited from the access of Excluded Information with respect to
any Excluded Controlling Class Loans on the Certificate Administrator’s Website (unless a loan-by-loan segregation is later
performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded
Controlling Class Loans). None of the Master Servicer, the Special Servicer or the Operating Advisor shall have any obligations
to separately label and deliver any Excluded Information in accordance with this Section 3.30 until such party has received
written notice with respect to the related Excluded Controlling Class Loan in the form of Exhibit P-1B to this Agreement.
Nothing set forth in this Agreement shall prohibit the Directing Holder or any Controlling Class Certificateholder from receiving,
requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the Directing
Holder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available
on the Certificate Administrator’s Website, such Directing Holder or Controlling Class Certificateholder that is not a Borrower
Party with respect to the related Excluded Controlling Class Loan shall be permitted to obtain such information in accordance
with Section 3.13(a).


 


(b)        Nothing
set forth in this Agreement shall prohibit the Directing Holder or any Controlling Class Certificateholder from receiving, requesting
or reviewing any Excluded


 



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Information relating to any Excluded Controlling Class Loan with respect to which the Directing Holder
or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available to such
Excluded Controlling Class Holder via the Certificate Administrator’s Website, such Directing Certificateholder or Controlling
Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class Loan shall be permitted
to obtain such information in accordance with Section 4.02(f) of this Agreement.


 


Section
3.31     Horizontal Credit Risk Retention.


 


(a)        The
Third Party Purchaser, prior to its acquisition of Certificates that constitute the Required Third Party Purchaser Retention Amount,
will be required to enter into an agreement with the Retaining Sponsor (the “Credit Risk Retention Compliance Agreement”).


 


(b)        None
of the Master Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator
or the Custodian shall be obligated to monitor, supervise or enforce the performance of any party under the Credit Risk Retention
Compliance Agreements.


 


Section
3.32    Resignation Upon Prohibited Risk Retention Affiliation. Under the Credit Risk Retention Rule, the Third Party Purchaser
or any successor third party purchaser is prohibited from being Risk Retention Affiliated with, among other persons, the Master
Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer. As long as
the prohibition exists, upon the occurrence of (i) a Servicing Officer of the Master Servicer or a Responsible Officer of the
Certificate Administrator or the Trustee, as applicable, obtaining actual knowledge that the Master Servicer, the Certificate
Administrator or the Trustee, as applicable, is or has become Risk Retention Affiliated with or a Risk Retention Affiliate of
the Third Party Purchaser or any successor third party purchaser (in such case, an “Impermissible TPP Affiliate”),
(ii) the Master Servicer, the Certificate Administrator or the Trustee receiving written notice by any other party to this Agreement,
the Third Party Purchaser or any successor third party purchaser, any Sponsor or any Underwriter or Initial Purchaser that the
Master Servicer, the Certificate Administrator or the Trustee, as applicable, is or has become an Impermissible TPP Affiliate,
or (iii) the Operating Advisor or the Asset Representations Reviewer obtaining actual knowledge that it is or has become a Risk
Retention Affiliate of the Third Party Purchaser, any successor third party purchaser or any other party to this Agreement (in
such case, an “Impermissible Operating Advisor Affiliate” and “Impermissible Asset Representations
Reviewer Affiliate”, respectively; and either of an Impermissible TPP Affiliate, an Impermissible Operating Advisor
Affiliate and an Impermissible Asset Representations Reviewer Affiliate being an “Impermissible Risk Retention Affiliate”),
such Impermissible Risk Retention Affiliate shall be required to promptly notify the Retaining Sponsor and the other parties to
this Agreement and resign in accordance with Section 3.26, Section 6.05, Section 8.07 or Section 12.03,
as applicable. The resigning Impermissible Risk Retention Affiliate will be required to bear all reasonable out-of-pocket costs
and expenses of each other party to this Agreement, the Issuing Entity and each Rating Agency in connection with such resignation
as and to the extent required under this Agreement; provided, however, if the affiliation causing an Impermissible
Risk Retention Affiliate is the result of the Third Party Purchaser or any successor third party purchaser acquiring an interest
in


 



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such Impermissible Risk Retention Affiliate or an affiliate of such Impermissible Risk Retention Affiliate, then such costs
and expenses will be an expense of the Issuing Entity.


 


Section
3.33     Litigation Control.


 


(a)       
With respect to any Serviced Mortgage Loan, any Serviced Pari Passu Companion Loan or any related REO Loan or related REO Property,
the Special Servicer shall, in accordance with the Servicing Standard, direct, manage, prosecute and/or defend any action brought
by a Mortgagor, guarantor, or other obligor on the related Note or any Affiliates thereof (each a “Borrower Related Party”)
against the Trust, the Master Servicer and/or the Special Servicer or any predecessor master servicer or special servicer, and
represent the interests of the Trust in any litigation relating to the rights and obligations of the Trust, or of the Mortgagor
or other Borrower Related Party under the related Mortgage Loan documents, or with respect to the related Mortgaged Property or
other collateral securing such Mortgage Loan (or Serviced Whole Loan), or otherwise with respect to the enforcement of the obligations
of a Borrower Related Party under the related Mortgage Loan documents (“Trust Related Litigation”). In the event that
the Master Servicer is named in any Trust Related Litigation but the Special Servicer is not named in such Trust Related Litigation
(regardless of whether the Trust is named in such Trust Related Litigation), the Master Servicer shall notify the Special Servicer
of such litigation as soon as practicable but in any event no later than within ten (10) Business Days of the Master Servicer
receiving service of such Trust Related Litigation.


 


(b)       
To the extent the Master Servicer is named in the Trust Related Litigation, and neither the Trust nor the Special Servicer is
named, in order to effectuate the role of the Special Servicer as contemplated by the immediately preceding subsection, the Master
Servicer shall use reasonable efforts to (i) provide monthly status reports to the Special Servicer regarding such Trust Related
Litigation; (ii) seek to have the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (iii) so long
as the Master Servicer remains a party to the lawsuit, consult with and act at the direction of the Special Servicer with respect
to material decisions and material monetary settlements related to the interests of the Trust in such Trust Related Litigation,
including but not limited to the selection of counsel; provided that the Master Servicer shall have the right to engage
separate counsel relating to claims or counter-claims against or on behalf of the Master Servicer to the extent set forth in Section
3.33(e) and provided, further, that if there are claims or counter-claims against or on behalf of the Master Servicer
and the Master Servicer has not determined that separate counsel is required for such claims or counter-claims, such counsel shall
be reasonably acceptable to the Master Servicer.


 


(c)        The
Special Servicer shall not (i) undertake (or direct the Master Servicer to undertake) any material settlement of any Trust Related
Litigation or (ii) initiate any material Trust Related Litigation unless and until (A) it has notified in writing the Directing
Certificateholder (only if the related Mortgage Loan is not an Excluded Loan and prior to the occurrence and continuance of a
Consultation Termination Event) (to the extent the identity of the Directing Certificateholder is actually known to the Special
Servicer; provided that the Special Servicer shall make due inquiry of the Certificate Administrator as to the identity
of the Directing Certificateholder) and the related holder of any Serviced Companion Loan (if such matter affects such related
Serviced Companion Loan) (to the extent the identity of the holder of such Serviced Companion Loan is actually known to the Special
Servicer), and (B) the Directing


 






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Certificateholder (only if the related Mortgage Loan is not an Excluded Loan and prior to the
occurrence and continuation of a Control Termination Event) has not objected in writing within five (5) Business Days of having
been notified thereof and having been provided with all information that the Directing Certificateholder has reasonably requested
with respect thereto promptly following its receipt of the subject notice (it being understood and agreed that if such written
objection has not been received by the Special Servicer within such 5 Business Day period, then the Directing Certificateholder
shall be deemed to have approved the taking of such action); provided that, if the Special Servicer determines (consistent
with the Servicing Standard) that immediate action is necessary to protect the interests of the Certificateholders and, with respect
to a Serviced Whole Loan, the related Companion Holders, the Special Servicer may take such action without waiting for the Directing
Certificateholder’s response.


 


(d)        Notwithstanding
Section 3.33(e), above, neither the Special Servicer nor the Master Servicer shall follow any advice, direction or consultation
provided by the Directing Certificateholder (or any other party to this Agreement) that would require or cause the Special Servicer
or the Master Servicer, as applicable, to violate any applicable law, be inconsistent with the Servicing Standard, require or
cause the Special Servicer or the Master Servicer, as applicable, to violate provisions of this Agreement, require or cause the
Special Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan or Serviced Whole Loan, expose
any Certificateholder or any party to this Agreement or their Affiliates, officers, directors or agents to any claim, suit or
liability, cause an Adverse REMIC Event, or materially expand the scope of the Special Servicer’s, the Master Servicer’s,
the Certificate Administrator’s or the Trustee’s, as applicable, responsibilities under this Agreement.


 


(e)        Notwithstanding
the right of the Special Servicer to represent the interests of the Trust in Trust Related Litigation, the Master Servicer shall
retain the right to make determinations in the Master Servicer’s sole discretion relating to claims or counter-claims against
or on behalf of the Master Servicer, including but not limited to the right to engage separate counsel, to make settlement decisions
and to appear in any proceeding on its own behalf, the cost of which shall be subject to indemnification as and to the extent
provided in this Agreement.


 


(f)       
 Further, nothing in this Section 3.33 shall require the Master Servicer, the Special Servicer or any other party
to this Agreement to take or fail to take any action which, in such party’s reasonable judgment, may result in a
violation of the REMIC Provisions of the Code, subject the Master Servicer, the Special Servicer or other such party to
liability, or materially expand the scope of the Master Servicer’s, the Special Servicer or such party’s
obligations under this Agreement.


 


(g)       
In the event where the Master Servicer or Special Servicer is a named party neither the Special Servicer nor the Master Servicer
will settle on behalf of the other such party, any Loan-Related Litigation without such other party’s consent unless: (i)
such settlement does not contain or require any admission of liability, wrongdoing or consent to injunctive relief on the part
of such other party and such other party is fully released, (ii) the cost of such settlement or any resulting judgment is and
shall be paid by the Trust and payment of such cost or judgment is provided for in this Agreement, (iii) such other party is and
shall be indemnified


 



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as and to the extent provided in this Agreement for all costs and expenses incurred in defending and settling
the Loan-Related Litigation and for any judgment, (iv) any such action taken by the Master Servicer at the direction of the Special
Servicer shall be deemed (as to the Master Servicer) to be in compliance with the Servicing Standard and (v) the Master Servicer
or the Special Servicer, as applicable, provides such other party with assurance reasonably satisfactory to such other party,
as to the items in clauses (i), (ii), (iii) and (iv).


 


(h)       
In the event both the Master Servicer and the Special Servicer or the Trust are named in Trust Related Litigation, the Master
Servicer and the Special Servicer shall cooperate with each other to afford the Master Servicer and the Special Servicer the rights
afforded to such party in this Section 3.33.


 


(i)         This
Section 3.33 shall not apply in the event the Special Servicer authorizes the Master Servicer, and the Master Servicer
agrees (both authority and agreement to be in writing), to make certain decisions or control certain Trust Related Litigation
on behalf of the Trust in accordance with the Servicing Standard.


 


(j)         Notwithstanding
the foregoing, and subject to the requirements of the second sentence in the second paragraph of Section 3.01(a) of this
Agreement, (i) in the event that any action, suit, litigation or proceeding names the Trustee, Certificate Administrator or Custodian,
in its respective individual capacity, or in the event that any judgment is rendered against the Trustee, Certificate Administrator
or Custodian, as applicable, in its individual capacity, the Trustee, Certificate Administrator or Custodian, as applicable, upon
prior written notice to the Master Servicer or the Special Servicer, as applicable, may retain counsel and appear in any such
proceeding on its own behalf in order to protect and represent its interests (but not to otherwise direct, manage or prosecute
such litigation or claim); (ii) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation
or proceeding relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage
Loan documents, or otherwise relating to one or more Mortgage Loans or Mortgaged Properties, neither the Master Servicer nor the
Special Servicer shall, without the prior written consent of the Trustee, Certificate Administrator or Custodian, as applicable,
(A) initiate an action, suit, litigation or proceeding in the name of the Trustee, Certificate Administrator or Custodian, as
applicable, whether in such capacity or individually, (B) engage counsel to represent the Trustee, Certificate Administrator or
Custodian, as applicable, (C) settle any claim giving rise to liability to the Trustee, Certificate Administrator or Custodian,
as applicable, in its individual capacity, or (D) prepare, execute or deliver any government filings, forms, permits, registrations
or other documents or take any other similar actions with the intent to cause, and that actually causes, the Trustee, Certificate
Administrator or Custodian, as applicable, to be registered to do business in any state (provided that neither the Master Servicer
nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Trustee, Certificate Administrator
or Custodian to grant such consent); and (iii) in the event that any court finds that the Trustee, Certificate Administrator or
Custodian, as applicable, is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising
from this Agreement or any Mortgage Loan, the Trustee, the Certificate Administrator or the Custodian, as applicable, shall have
the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests,
whether as Trustee, Certificate Administrator or Custodian, as applicable, or individually (but not to otherwise direct, manage
or prosecute such litigation or


 



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claim); provided, however, nothing in this subsection shall be interpreted to preclude the Special
Servicer (with respect to any material Trust Related Litigation, with the consent or consultation of the Directing Certificateholder
prior to the occurrence and continuance of a Control Termination Event or Consultation Termination Event, respectively) from initiating
any action, suit, litigation or proceeding in its name as representative of the Trust.


 


Notwithstanding
the foregoing or anything to the contrary in this Section 3.33, this Section 3.33 shall not apply to any Trust Related
Litigation and shall have no force and effect with respect thereto, in the event that either (i) at the time such Trust Related
Litigation is commenced or at any time during the continuance of such Trust Related Litigation, Rialto Capital Advisors, LLC is
no longer the Special Servicer with respect to the related Mortgage Loan or related Whole Loan or has received notice of its replacement
as Special Servicer with respect to the related Mortgage Loan or related Whole Loan whether or not such replacement is effective
or (ii) the Depositor, any Sponsor, any Mortgage Loan Seller, any Initial Purchaser, or any of their respective affiliates is
an adverse party (with respect to the Trust or the Special Servicer) to such Trust Related Litigation or holds any interest which
is adverse to the Trust or the Special Servicer in the related Mortgage Loan or related Whole Loan (or any portion thereof) or
the related Mortgaged Property to which Trust Related Litigation relates, unless otherwise agreed to in writing by each of the
Depositor, Sponsor, Mortgage Loan Seller, Initial Purchaser, or affiliate that is such a party or holds such interest, and in
each case under clauses (i) and (ii) above, the applicable party listed above shall provide notice of such occurrence
to the Master Servicer pursuant to the terms of this Agreement. For the further avoidance of doubt, in such circumstance described
in this paragraph, the rights and obligations of the Master Servicer and the Special Servicer relating to litigation shall be
as otherwise set forth in this Agreement.


 


[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 (in respect of the Class UR Interest) 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 A-5, Class X-A, Class X-B and Class X-E Regular Interests,
in respect of interest, up to an amount equal to, and pro rata in accordance with, the respective aggregate Interest Distribution
Amount for those Regular Interests;


 



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(ii)         Second,
to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 Regular Interests, in reduction of the Certificate
Balances thereof, in the following priority (prior to the Cross-Over Date):


 


(A)          first,
to the Class A-SB Regular Interest, in reduction of the Certificate Balance thereof, in an amount equal to the lesser of the Principal
Distribution Amount for such Distribution Date and the amount necessary to reduce the Certificate Balance of such Regular Interest
to the Class A-SB Planned Principal Balance;


 


(B)          second,
to the Class A-1 Regular Interest, in reduction of the Certificate Balance thereof, in an amount equal to the Principal Distribution
Amount (or the portion of it remaining after distributions on the Class A-SB Regular Interest pursuant to (A) above in this clause
(a)(ii)) for such Distribution Date, until the Certificate Balance of such Regular Interest is reduced to zero;


 


(C)          third,
to the Class A-2 Regular Interest, in reduction of Certificate Balance thereof, in an amount equal to the Principal Distribution
Amount (or the portion of it remaining after distributions on the Class A-1 and Class A-SB Regular Interests pursuant to (A) and
(B) above in this clause (a)(ii)) for such Distribution Date, until the aggregate Certificate Balance of such Regular Interest
is reduced to zero;


 


(D)          fourth,
to the Class A-3 Regular Interest, in reduction of the Certificate Balance thereof, in an amount equal to the Principal Distribution
Amount (or the portion of it remaining after distributions on the Class A-1, Class A-2 and Class A-SB Regular Interests pursuant
to (A), (B) and (C) above in this clause (a)(ii)) for such Distribution Date, until the Certificate Balance of such Regular Interest
is reduced to zero;


 


(E)          fifth,
to the Class A-4 Regular Interest, in reduction of the Certificate Balance thereof, in an amount equal to the Principal Distribution
Amount (or the portion of it remaining after distributions on the Class A-1, Class A-2, Class A-SB and Class A-3 Regular Interests
pursuant to (A), (B), (C) and (D) above in this clause (a)(ii)) for such Distribution Date, until the Certificate Balance of such
Regular Interest is reduced to zero;


 


(F)          sixth,
to the Class A-5 Regular Interest, in reduction of the Certificate Balance thereof, in an amount equal to the Principal Distribution
Amount (or the portion of it remaining after distributions on the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Regular
Interests pursuant to (A), (B), (C) and (D) above in this clause (a)(ii)) for such Distribution Date, until the Certificate Balance
of such Regular Interest is reduced to zero;


 


(G)         seventh,
to the Class A-SB Regular Interest, in reduction of the Certificate Balance thereof, in an amount equal to the Principal Distribution
Amount (or the portion of it remaining after distributions on the Class A-1,


 



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Class A-2, Class A-3, Class A-4, Class A-5 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, Class A-5 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 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;


 



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(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;


 


(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;


 



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(xxii)     Twenty-second,
to the Class NR Regular Interest in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount of
such Regular Interest;


 


(xxiii)    Twenty-third,
to the Class NR Regular Interest in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution
Amount for such Distribution Date less the portion of Principal Distribution Amount distributed pursuant to all prior clauses,
until the Certificate Balance of such Regular Interest is reduced to zero;


 


(xxiv)    Twenty-fourth,
to the Class NR Regular Interest, up to an amount equal to the aggregate of unreimbursed 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, Class A-4 and Class A-5 Regular Interests,
pro rata, based on their respective Certificate Balances, in reduction of their respective Certificate Balances, until
the Certificate Balance of each such Regular Interest is reduced to zero.


 


If,
in connection with any Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution
to DTC based on the receipt of payments as of the Determination Date and additional Periodic Payments, Balloon Payments or unscheduled
principal payments are subsequently received by the Master Servicer and required to be part of the 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-A Certificates
in the following amounts and in the following order of priority:


 



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(A)         first,
concurrently, to (1) the Class A-1 Certificates in respect of interest, up to an amount equal to the Class A-1 Percentage Interest
of the amount distributed in respect of interest on the Class A-1 Regular Interest under Section 4.01(a)(i), (2) the Class
V1-A Certificates in respect of interest, up to an amount equal to the Class V1-A Percentage Interest of the amount distributed
in respect of interest on the Class A-1 Regular Interest under Section 4.01(a)(i), and (3) the Class V2-A Certificates
in respect of interest, up to an amount equal to the Class V2-A Percentage Interest of the amount distributed in respect of interest
on the Class A-1 Regular Interest under Section 4.01(a)(i);


 


(B)         second,
concurrently, to (1) the Class A-1 Certificates in respect of principal, up to an amount equal to the Class A-1 Percentage Interest
of the amount distributed in respect of principal on the Class A-1 Regular Interest under Section 4.01(a)(ii), (2) the
Class V1-A Certificates in respect of principal, up to an amount equal to the Class V1-A Percentage Interest of the amount distributed
in respect of principal on the Class A-1 Regular Interest under Section 4.01(a)(ii), and (3) the Class V2-A Certificates
in respect of principal, up to an amount equal to the Class V2-A Percentage Interest of the amount distributed in respect of principal
on the Class A-1 Regular Interest under Section 4.01(a)(ii); and


 


(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-A Certificates in
respect of unreimbursed Realized Losses, up to an amount equal to the Class V2-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).


 


(ii)         
On each Distribution Date, simultaneously with the distributions made on the Class A-2 Regular Interest under Section
4.01(a), the aggregate amount so distributed on the Class A-2 Regular Interest on such Distribution Date shall be further
distributed by the Certificate Administrator to the Holders of the Class A-2 Certificates, the Class V1-A Certificates and
the Class V2-A Certificates in the following amounts and in the following order of priority:


 


(A)          first,
concurrently, to (1) the Class A-2 Certificates in respect of interest, up to an amount equal to the Class A-2 Percentage Interest
of the amount distributed in respect of interest on the Class A-2 Regular Interest under Section 4.01(a)(i), (2) the Class
V1-A Certificates in respect of interest, up to an amount equal to the Class V1-A Percentage Interest of the amount distributed
in respect of interest on the Class A-2 Regular Interest under Section 4.01(a)(i), and (3) the Class V2-A Certificates
in respect of interest, up to an amount equal to the


 



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Class V2-A Percentage Interest of the amount distributed in respect of interest
on the Class A-2 Regular Interest under Section 4.01(a)(i);


 


(B)         second,
concurrently, to (1) the Class A-2 Certificates in respect of principal, up to an amount equal to the Class A-2 Percentage Interest
of the amount distributed in respect of principal on the Class A-2 Regular Interest under Section 4.01(a)(ii), (2) the
Class V1-A Certificates in respect of principal, up to an amount equal to the Class V1-A Percentage Interest of the amount distributed
in respect of principal on the Class A-2 Regular Interest under Section 4.01(a)(ii), and (3) the Class V2-A Certificates
in respect of principal, up to an amount equal to the Class V2-A Percentage Interest of the amount distributed in respect of principal
on the Class A-2 Regular Interest under Section 4.01(a)(ii); and


 


(C)         third,
concurrently, to (1) the Class A-2 Certificates in respect of unreimbursed Realized Losses, 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-A Certificates in respect of unreimbursed Realized
Losses, up to an amount equal to the Class V2-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).


 


(iii)         On
each Distribution Date, simultaneously with the distributions made on the Class A-SB Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class A-SB Regular Interest on such Distribution Date shall be further distributed
by the Certificate Administrator to the Holders of the Class A-SB Certificates, the Class V1-A Certificates and the Class V2-A
Certificates in the following amounts and in the following order of priority:


 


(A)        first,
concurrently, to (1) the Class A-SB Certificates in respect of interest, up to an amount equal to the Class A-SB Percentage Interest
of the amount distributed in respect of interest on the Class A-SB Regular Interest under Section 4.01(a)(i), (2) the Class
V1-A Certificates in respect of interest, up to an amount equal to the Class V1-A Percentage Interest of the amount distributed
in respect of interest on the Class A-SB Regular Interest under Section 4.01(a)(i), and (3) the Class V2-A Certificates
in respect of interest, up to an amount equal to the Class V2-A Percentage Interest of the amount distributed in respect of interest
on the Class A-SB Regular Interest under Section 4.01(a)(i);


 


(B)          second,
concurrently, to (1) the Class A-SB Certificates in respect of principal, up to an amount equal to the Class A-SB Percentage Interest
of the amount distributed in respect of principal on the Class A-SB Regular Interest under Section 4.01(a)(ii), (2) the
Class V1-A Certificates in respect of principal, up to an amount equal to the Class V1-A Percentage Interest of the amount


 



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distributed
in respect of principal on the Class A-SB Regular Interest under Section 4.01(a)(ii), and (3) the Class V2-A Certificates
in respect of principal, up to an amount equal to the Class V2-A Percentage Interest of the amount distributed in respect of principal
on the Class A-SB Regular Interest under Section 4.01(a)(ii); and


 


(C)          third,
concurrently, to (1) the Class A-SB Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the
Class A-SB Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class A-SB Regular
Interest under Section 4.01(a)(iii), (2) the Class V1-A Certificates in respect of unreimbursed Realized Losses, up to
an amount equal to the Class V1-A Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on
the Class A-SB Regular Interest under Section 4.01(a)(iii), and (3) the Class V2-A Certificates in respect of
unreimbursed Realized Losses, up to an amount equal to the Class V2-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).


 


(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-A Certificates
in the following amounts and in the following order of priority:


 


(A)         first,
concurrently, to (1) the Class A-3 Certificates in respect of interest, up to an amount equal to the Class A-3 Percentage Interest
of the amount distributed in respect of interest on the Class A-3 Regular Interest under Section 4.01(a)(i), (2) the Class
V1-A Certificates in respect of interest, up to an amount equal to the Class V1-A Percentage Interest of the amount distributed
in respect of interest on the Class A-3 Regular Interest under Section 4.01(a)(i), and (3) the Class V2-A Certificates
in respect of interest, up to an amount equal to the Class V2-A Percentage Interest of the amount distributed in respect of interest
on the Class A-3 Regular Interest under Section 4.01(a)(i);


 


(B)         second,
concurrently, to (1) the Class A-3 Certificates in respect of principal, up to an amount equal to the Class A-3 Percentage Interest
of the amount distributed in respect of principal on the Class A-3 Regular Interest under Section 4.01(a)(ii), (2) the
Class V1-A Certificates in respect of principal, up to an amount equal to the Class V1-A Percentage Interest of the amount distributed
in respect of principal on the Class A-3 Regular Interest under Section 4.01(a)(ii), and (3) the Class V2-A Certificates
in respect of principal, up to an amount equal to the Class V2-A Percentage Interest of the amount distributed in respect of principal
on the Class A-3 Regular Interest under Section 4.01(a)(ii); and


 


(C)          third,
concurrently, to (1) the Class A-3 Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the
Class A-3 Percentage


 



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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-A Certificates in respect of
unreimbursed Realized Losses, up to an amount equal to the Class V2-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).


 


(v)          On
each Distribution Date, simultaneously with the distributions made on the Class A-4 Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class A-4 Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class A-4 Certificates, the Class V1-A Certificates and the Class V2-A Certificates
in the following amounts and in the following order of priority:


 


(A)         first,
concurrently, to (1) the Class A-4 Certificates in respect of interest, up to an amount equal to the Class A-4 Percentage Interest
of the amount distributed in respect of interest on the Class A-4 Regular Interest under Section 4.01(a)(i), (2) the Class
V1-A Certificates in respect of interest, up to an amount equal to the Class V1-A Percentage Interest of the amount distributed
in respect of interest on the Class A-4 Regular Interest under Section 4.01(a)(i), and (3) the Class V2-A Certificates
in respect of interest, up to an amount equal to the Class V2-A Percentage Interest of the amount distributed in respect of interest
on the Class A-4 Regular Interest under Section 4.01(a)(i);


 


(B)         second,
concurrently, to (1) the Class A-4 Certificates in respect of principal, up to an amount equal to the Class A-4 Percentage Interest
of the amount distributed in respect of principal on the Class A-4 Regular Interest under Section 4.01(a)(ii), (2) the
Class V1-A Certificates in respect of principal, up to an amount equal to the Class V1-A Percentage Interest of the amount distributed
in respect of principal on the Class A-4 Regular Interest under Section 4.01(a)(ii), and (3) the Class V2-A Certificates
in respect of principal, up to an amount equal to the Class V2-A Percentage Interest of the amount distributed in respect of principal
on the Class A-4 Regular Interest under Section 4.01(a)(ii); and


 


(C)          third,
concurrently, to (1) the Class A-4 Certificates in respect of unreimbursed Realized Losses, 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-A Certificates in respect of unreimbursed Realized
Losses, up to an amount equal to the Class V2-A


 



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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 A-5 Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class A-5 Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class A-5 Certificates, the Class V1-A Certificates and the Class V2-A Certificates
in the following amounts and in the following order of priority:


 


(A)       first,
concurrently, to (1) the Class A-5 Certificates in respect of interest, up to an amount equal to the Class A-5 Percentage Interest
of the amount distributed in respect of interest on the Class A-5 Regular Interest under Section 4.01(a)(i), (2) the Class
V1-A Certificates in respect of interest, up to an amount equal to the Class V1-A Percentage Interest of the amount distributed
in respect of interest on the Class A-5 Regular Interest under Section 4.01(a)(i), and (3) the Class V2-A Certificates
in respect of interest, up to an amount equal to the Class V2-A Percentage Interest of the amount distributed in respect of interest
on the Class A-5 Regular Interest under Section 4.01(a)(i);


 


(B)       second,
concurrently, to (1) the Class A-5 Certificates in respect of principal, up to an amount equal to the Class A-5 Percentage Interest
of the amount distributed in respect of principal on the Class A-5 Regular Interest under Section 4.01(a)(ii), (2) the
Class V1-A Certificates in respect of principal, up to an amount equal to the Class V1-A Percentage Interest of the amount distributed
in respect of principal on the Class A-5 Regular Interest under Section 4.01(a)(ii), and (3) the Class V2-A Certificates
in respect of principal, up to an amount equal to the Class V2-A Percentage Interest of the amount distributed in respect of principal
on the Class A-5 Regular Interest under Section 4.01(a)(ii); and


 


(C)       third,
concurrently, to (1) the Class A-5 Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class
A-5 Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class A-5 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-5 Regular Interest under Section 4.01(a)(iii), and (3) the Class V2-A Certificates in respect of unreimbursed Realized
Losses, up to an amount equal to the Class V2-A Percentage Interest of the amount distributed in respect of unreimbursed Realized
Losses on the Class A-5 Regular Interest under Section 4.01(a)(iii).


 


(vii)       On
each Distribution Date, simultaneously with the distributions made on the Class X-A Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class X-A Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class X-A Certificates, the Class V1-A Certificates and the Class V2-A Certificates,
concurrently, to (1) the Class X-A


 



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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-A Certificates
in respect of interest, up to an amount equal to the Class V2-A Percentage Interest of the amount distributed in respect of interest
on the Class X-A Regular Interest under Section 4.01(a)(i).


 


(viii)       On
each Distribution Date, simultaneously with the distributions made on the Class X-B Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class X-B Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class X-B Certificates, the Class V1-B Certificates and the Class V2-A Certificates,
concurrently, to (1) the Class X-B Certificates in respect of interest, up to an amount equal to the Class X-B Percentage Interest
of the amount distributed in respect of interest on the Class X-B Regular Interest under Section 4.01(a)(i), (2) the Class
V1-B Certificates in respect of interest, up to an amount equal to the Class V1-B Percentage Interest of the amount distributed
in respect of interest on the Class X-B Regular Interest under Section 4.01(a)(i), and (3) the Class V2-A Certificates
in respect of interest, up to an amount equal to the Class V2-A Percentage Interest of the amount distributed in respect of interest
on the Class X-B Regular Interest under Section 4.01(a)(i).


 


(ix)       
  On each Distribution Date, simultaneously with the distributions made on the Class A-S Regular Interest under Section
4.01(a), the aggregate amount so distributed on the Class A-S Regular Interest on such Distribution Date shall be further
distributed by the Certificate Administrator to the Holders of the Class A-S Certificates, the Class V1-A Certificates and
the Class V2-A Certificates in the following amounts and in the following order of priority:


 


(A)         first,
concurrently, to (1) the Class A-S Certificates in respect of interest, up to an amount equal to the Class A-S Percentage Interest
of the amount distributed in respect of interest on the Class A-S Regular Interest under Section 4.01(a)(iv), (2) the Class
V1-A Certificates in respect of interest, up to an amount equal to the Class V1-A Percentage Interest of the amount distributed
in respect of interest on the Class A-S Regular Interest under Section 4.01(a)(iv), and (3) the Class V2-A Certificates
in respect of interest, up to an amount equal to the Class V2-A Percentage Interest of the amount distributed in respect of interest
on the Class A-S Regular Interest under Section 4.01(a)(iv);


 


(B)          second,
concurrently, to (1) the Class A-S Certificates in respect of principal, up to an amount equal to the Class A-S Percentage
Interest of the amount distributed in respect of principal on the Class A-S Regular Interest under Section 4.01(a)(v),
(2) the Class V1-A Certificates in respect of principal, up to an amount equal to the Class V1-A Percentage Interest of the
amount distributed in respect of principal on the Class A-S Regular Interest under Section 4.01(a)(v), and (3) the
Class V2-A Certificates in respect of principal, up to an amount equal


 



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to the Class V2-A Percentage Interest of the amount
distributed in respect of principal on the Class A-S Regular Interest under Section 4.01(a)(v); and


 


(C)         third,
concurrently, to (1) the Class A-S Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class
A-S Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class A-S Regular Interest
under Section 4.01(a)(vi), (2) the Class V1-A Certificates in respect of unreimbursed Realized Losses, up to an amount
equal to the Class V1-A Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class
A-S Regular Interest under Section 4.01(a)(vi), and (3) the Class V2-A Certificates in respect of unreimbursed Realized
Losses, up to an amount equal to the Class V2-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).


 


(x)       
   On each Distribution Date, simultaneously with the distributions made on the Class B Regular Interest under Section
4.01(a), the aggregate amount so distributed on the Class B Regular Interest on such Distribution Date shall be further
distributed by the Certificate Administrator to the Holders of the Class B Certificates, the Class V1-B Certificates and the
Class V2-A Certificates in the following amounts and in the following order of priority:


 


(A)          first,
concurrently, to (1) the Class B Certificates in respect of interest, up to an amount equal to the Class B Percentage Interest
of the amount distributed in respect of interest on the Class B Regular Interest under Section 4.01(a)(vii), (2) the Class
V1-B Certificates in respect of interest, up to an amount equal to the Class V1-B Percentage Interest of the amount distributed
in respect of interest on the Class B Regular Interest under Section 4.01(a)(vii), and (3) the Class V2-A Certificates
in respect of interest, up to an amount equal to the Class V2-A Percentage Interest of the amount distributed in respect of interest
on the Class B Regular Interest under Section 4.01(a)(vii);


 


(B)          second,
concurrently, to (1) the Class B Certificates in respect of principal, up to an amount equal to the Class B Percentage Interest
of the amount distributed in respect of principal on the Class B Regular Interest under Section 4.01(a)(viii), (2) the
Class V1-B Certificates in respect of principal, up to an amount equal to the Class V1-B Percentage Interest of the amount distributed
in respect of principal on the Class B Regular Interest under Section 4.01(a)(viii), and (3) the Class V2-A Certificates
in respect of principal, up to an amount equal to the Class V2-A Percentage Interest of the amount distributed in respect of principal
on the Class B Regular Interest under Section 4.01(a)(viii); and


 


(C)          third,
concurrently, to (1) the Class B Certificates in respect of unreimbursed Realized Losses, 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


 



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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-A Certificates in respect of unreimbursed Realized Losses, up
to an amount equal to the Class V2-A Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses
on the Class B Regular Interest under Section 4.01(a)(ix).


 


(xi)       
  On each Distribution Date, simultaneously with the distributions made on the Class C Regular Interest under Section
4.01(a), the aggregate amount so distributed on the Class C Regular Interest on such Distribution Date shall be further
distributed by the Certificate Administrator to the Holders of the Class C Certificates, the Class V1-B Certificates and the
Class V2-A Certificates in the following amounts and in the following order of priority:


 


(A)         first,
concurrently, to (1) the Class C Certificates in respect of interest, up to an amount equal to the Class C Percentage Interest
of the amount distributed in respect of interest on the Class C Regular Interest under Section 4.01(a)(x), (2) the Class
V1-B Certificates in respect of interest, up to an amount equal to the Class V1-B Percentage Interest of the amount distributed
in respect of interest on the Class C Regular Interest under Section 4.01(a)(x), and (3) the Class V2-A Certificates in
respect of interest, up to an amount equal to the Class V2-A Percentage Interest of the amount distributed in respect of interest
on the Class C Regular Interest under Section 4.01(a)(x);


 


(B)          second,
concurrently, to (1) the Class C Certificates in respect of principal, up to an amount equal to the Class C Percentage Interest
of the amount distributed in respect of principal on the Class C Regular Interest under Section 4.01(a)(xi), (2) the Class
V1-B Certificates in respect of principal, up to an amount equal to the Class V1-B Percentage Interest of the amount distributed
in respect of principal on the Class C Regular Interest under Section 4.01(a)(xi), and (3) the Class V2-A Certificates
in respect of principal, up to an amount equal to the Class V2-A Percentage Interest of the amount distributed in respect of principal
on the Class C Regular Interest under Section 4.01(a)(xi); and


 


(C)         third,
concurrently, to (1) the Class C Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class C
Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class C Regular Interest under
Section 4.01(a)(xii), (2) the Class V1-B Certificates in respect of unreimbursed Realized Losses, up to an amount equal
to the Class V1-B Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class C Regular
Interest under Section 4.01(a)(xii), and (3) the Class V2-A Certificates in respect of unreimbursed Realized Losses, up
to an amount equal to the Class V2-A Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses
on the Class C Regular Interest under Section 4.01(a)(xii).


 



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(xii)         On
each Distribution Date, simultaneously with the distributions made on the Class D Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class D Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class D Certificates, the Class V1-D Certificates and the Class V2-A Certificates
in the following amounts and in the following order of priority:


 


(A)         first,
concurrently, to (1) the Class D Certificates in respect of interest, up to an amount equal to the Class D Percentage Interest
of the amount distributed in respect of interest on the Class D Regular Interest under Section 4.01(a)(xiii), (2) the Class
V1-D Certificates in respect of interest, up to an amount equal to the Class V1-D Percentage Interest of the amount distributed
in respect of interest on the Class D Regular Interest under Section 4.01(a)(xiii), and (3) the Class V2-A Certificates
in respect of interest, up to an amount equal to the Class V2-A Percentage Interest of the amount distributed in respect of interest
on the Class D Regular Interest under Section 4.01(a)(xiii);


 


(B)          second,
concurrently, to (1) the Class D Certificates in respect of principal, up to an amount equal to the Class D Percentage Interest
of the amount distributed in respect of principal on the Class D Regular Interest under Section 4.01(a)(xiv), (2) the Class
V1-D Certificates in respect of principal, up to an amount equal to the Class V1-D Percentage Interest of the amount distributed
in respect of principal on the Class D Regular Interest under Section 4.01(a)(xiv), and (3) the Class V2-A Certificates
in respect of principal, up to an amount equal to the Class V2-A Percentage Interest of the amount distributed in respect of principal
on the Class D Regular Interest under Section 4.01(a)(xiv); and


 


(C)          third,
concurrently, to (1) the Class D Certificates in respect of unreimbursed Realized Losses, 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-A Certificates in respect of unreimbursed Realized Losses, up
to an amount equal to the Class V2-A Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses
on the Class D Regular Interest under Section 4.01(a)(xv).


 


(xiii)        On
each Distribution Date, simultaneously with the distributions made on the Class E Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class E Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class E Certificates, the Class V1-E Certificates and the Class V2-A Certificates
in the following amounts and in the following order of priority:


 



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(A)         first,
concurrently, to (1) the Class E Certificates in respect of interest, up to an amount equal to the Class E Percentage Interest
of the amount distributed in respect of interest on the Class E Regular Interest under Section 4.01(a)(xvi), (2) the Class
V1-E Certificates in respect of interest, up to an amount equal to the Class V1-E Percentage Interest of the amount distributed
in respect of interest on the Class E Regular Interest under Section 4.01(a)(xvi), and (3) the Class V2-A Certificates
in respect of interest, up to an amount equal to the Class V2-A Percentage Interest of the amount distributed in respect of interest
on the Class E Regular Interest under Section 4.01(a)(xvi);


 


(B)         second,
concurrently, to (1) the Class E Certificates in respect of principal, up to an amount equal to the Class E Percentage Interest
of the amount distributed in respect of principal on the Class E Regular Interest under Section 4.01(a)(xvii), (2) the
Class V1-E Certificates in respect of principal, up to an amount equal to the Class V1-E Percentage Interest of the amount distributed
in respect of principal on the Class E Regular Interest under Section 4.01(a)(xvii), and (3) the Class V2-A Certificates
in respect of principal, up to an amount equal to the Class V2-A Percentage Interest of the amount distributed in respect of principal
on the Class E Regular Interest under Section 4.01(a)(xvii); and


 


(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-A Certificates in respect of unreimbursed Realized Losses,
up to an amount equal to the Class V2-A Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses
on the Class E Regular Interest under Section 4.01(a)(xviii).


 


(xiv)       On
each Distribution Date, simultaneously with the distributions made on the Class F Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class F Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class F Certificates, the Class V1-F Certificates and the Class V2-A Certificates
in the following amounts and in the following order of priority:


 


(A)         first,
concurrently, to (1) the Class F Certificates in respect of interest, up to an amount equal to the Class F Percentage Interest
of the amount distributed in respect of interest on the Class F Regular Interest under Section 4.01(a)(xix), (2) the Class
V1-F Certificates in respect of interest, up to an amount equal to the Class V1-F Percentage Interest of the amount distributed
in respect of interest on the Class F Regular Interest under Section 4.01(a)(xix), and (3) the Class V2-A Certificates
in respect of interest, up to an amount equal to the


 



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Class V2-A Percentage Interest of the amount distributed in respect of interest
on the Class F Regular Interest under Section 4.01(a)(xix);


 


(B)          second,
concurrently, to (1) the Class F Certificates in respect of principal, up to an amount equal to the Class F Percentage
Interest of the amount distributed in respect of principal on the Class F Regular Interest under Section 4.01(a)(xx),
(2) the Class V1-F Certificates in respect of principal, up to an amount equal to the Class V1-F Percentage Interest of the
amount distributed in respect of principal on the Class F Regular Interest under Section 4.01(a)(xx), and (3) the
Class V2-A Certificates in respect of principal, up to an amount equal to the Class V2-A Percentage Interest of the amount
distributed in respect of principal on the Class F Regular Interest under Section 4.01(a)(xx); and


 


(C)         third,
concurrently, to (1) the Class F Certificates in respect of unreimbursed Realized Losses, 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-F Certificates in respect of unreimbursed Realized Losses, up to an amount equal
to the Class V1-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), and (3) the Class V2-A Certificates in respect of unreimbursed Realized Losses, up
to an amount equal to the Class V2-A Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses
on the Class F Regular Interest under Section 4.01(a)(xxi).


 


(xv)         On
each Distribution Date, simultaneously with the distributions made on the Class NR Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class NR Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class NR Certificates, the Class V1-F Certificates and the Class V2-A Certificates
in the following amounts and in the following order of priority:


 


(A)         first,
concurrently, to (1) the Class NR Certificates in respect of interest, up to an amount equal to the Class NR Percentage Interest
of the amount distributed in respect of interest on the Class NR Regular Interest under Section 4.01(a)(xxii), (2) the
Class V1-F Certificates in respect of interest, up to an amount equal to the Class V1-F Percentage Interest of the amount distributed
in respect of interest on the Class NR Regular Interest under Section 4.01(a)(xxii), and (3) the Class V2-A Certificates
in respect of interest, up to an amount equal to the Class V2-A Percentage Interest of the amount distributed in respect of interest
on the Class NR Regular Interest under Section 4.01(a)(xxii);


 


(B)          second,
concurrently, to (1) the Class NR Certificates in respect of principal, up to an amount equal to the Class NR Percentage Interest
of the amount distributed in respect of principal on the Class NR Regular Interest under Section 4.01(a)(xxiii), (2) the
Class V1-F Certificates in respect of principal, up to an amount equal to the Class V1-F Percentage Interest of the amount distributed


 



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in respect of principal on the Class NR Regular Interest under Section 4.01(a)(xxiii), and (3) the Class V2-A Certificates
in respect of principal, up to an amount equal to the Class V2-A Percentage Interest of the amount distributed in respect of principal
on the Class NR Regular Interest under Section 4.01(a)(xxiii); and


 


(C)          third,
concurrently, to (1) the Class NR Certificates in respect of unreimbursed Realized Losses, 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-F Certificates in respect of unreimbursed Realized Losses, up to an amount equal
to the Class V1-F 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-A Certificates in respect of unreimbursed Realized Losses, up
to an amount equal to the Class V2-A 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 Section 4.01(a), Section 4.01(d), Section
4.01(d), and Section 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-5, Class LA-SB and Class LA-S Uncertificated
Interests, the Class X-A Regular Interest, (ii) in the case of the Class LB and Class LC Uncertificated Interests, the Class X-B
Regular Interest and (iii) in the case of the Class LE Uncertificated Interest, the Class X-E Regular Interest, in each case,
computed based on an interest rate equal to the excess of the 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). 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.


 



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Any
amount that remains in the Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier
Distribution Amount, and distribution of Yield Maintenance Charges pursuant to Section 4.01(e)(iii) shall be distributed
to the Holders of the Class R Certificates in respect of the Class LR Interest (but only to the extent of the Available Funds
for such Distribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).


 


(d)        While
the Certificate Balance of any Class of Regular Interest has been reduced to zero, such Class shall not be entitled to any further
distributions in respect of interest or principal other than reimbursement of Realized Losses and other amounts provided for in
this Section 4.01 and the last sentence of Section 4.04(a).


 


(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, during any particular Collection Period, any Yield Maintenance Charge is collected
and allocable with respect to any Mortgage Loan, then on the Distribution Date corresponding to that Collection Period, the Certificate
Administrator shall pay that Yield Maintenance Charge in the following manner: (a) pro rata, between (i) the group (the
“YM Group A”) of Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A and Class A-S
Regular Interests, and (ii) the group (the “YM Group B” and collectively with the YM Group A, the “YM
Groups”) of Class X-B, Class B, Class C and Class D Regular Interests, based upon the aggregate amount of principal
distributed to the Classes of Regular Interests in each YM Group on such Distribution Date; and (b) as among the respective Classes
of Regular Interests in each YM Group in the following manner: (1) on a pro rata basis in accordance with their respective
entitlements in those Yield Maintenance Charges, to each Class of Regular Interests (other than Class X Regular Interests) in
such YM Group in an amount equal to the product of (x) a fraction whose numerator is the amount of principal distributed to such
Regular Interests on such Distribution Date and whose denominator is the total amount of principal distributed to all of the Regular
Interests (other than Class X Regular Interests) in such YM Group on such Distribution Date, (y) the Base Interest Fraction for
the related principal prepayment with respect to such Class of Regular Interests, and (z) the aggregate amount of such Yield Maintenance
Charge allocated to such YM Group and (2) the portion of such Yield Maintenance Charge allocated to such YM Group remaining after
such distributions to the applicable Class(es) of Regular Interests in such YM Group, in the case of amounts distributable to
YM Group A, to the Class X-A Regular Interest and in the case of amounts distributable to YM Group B, to the Class X-B Regular
Interest.


 


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-5, Class A-SB, Class A-S, Class B, Class C and Class D Regular Interests is a fraction (a) whose numerator is the greater
of (x) zero and (y) the difference between (i) the Pass-Through Rate of such Class of Regular Interests and (ii) the discount
rate used in accordance with the related Mortgage Loan documents in calculating the Yield Maintenance Charge with respect to such
principal prepayment and (b) whose denominator is the


 



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greater of zero and the difference between (i) the Mortgage Rate on such
Mortgage Loan (or with respect to any Mortgage Loan that is part of a Serviced Whole Loan, the Mortgage Rate of such Serviced
Whole Loan) and (ii) the discount rate used in accordance with the related Mortgage Loan documents in calculating the Yield Maintenance
Charge with respect to such principal prepayment; provided, however, that under no circumstances shall the Base
Interest Fraction be greater than 1.0 or less than zero. If such discount rate is greater than or equal to the lesser of (x) the
Mortgage Rate on the related Mortgage Loan or Serviced Whole Loan, as applicable, and (y) the Pass-Through Rate described in the
preceding sentence, then the Base Interest Fraction shall equal zero; provided that if such discount rate is greater than
or equal to the Mortgage Rate on such Mortgage Loan or Serviced Whole Loan, as applicable, but less than the Pass-Through Rate
described in the preceding sentence, then the Base Interest Fraction shall equal 1.0. If a Mortgage Loan provides for a step-up
in the Mortgage Rate, then the Mortgage Rate used in the determination of the Base Interest Fraction shall be the Mortgage Rate
in effect at the time of the prepayment.


 


For
purposes of the preceding paragraph, the relevant “Discount Rate” in connection with any Yield Maintenance
Charge collected on any prepaid Mortgage Loan or REO Loan and distributable on any Distribution Date shall be a rate per annum
equal to (i) if a discount rate was used in the calculation of the applicable Yield Maintenance Charge pursuant to the terms
of the relevant Mortgage Loan or REO Loan, as the case may be, such discount rate (as reported by the Master Servicer), converted
(if necessary) to a monthly equivalent yield, or (ii) if a discount rate was not used in the calculation of the applicable Yield
Maintenance Charge pursuant to the terms of the relevant Mortgage Loan or REO Loan, as the case may be, the yield calculated by
the linear interpolation of the yields (as reported under the heading “U.S. Government Securities/Treasury Constant Maturities”
in Federal Reserve Statistical Release 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 Servicer shall select a comparable publication as the source of the applicable yields of U.S.
Treasury constant maturities, and the Servicer shall incur no liability with respect thereto. The Servicer shall notify the Certificate
Administrator in writing of its designation of an alternate index and the Certificate Administrator shall post same on its website
as a “special notice”.


 


(i)      No
Yield Maintenance Charge shall be distributed to the Holders of the Class X-E Regular Interest, Class E Regular Interest, Class
F Regular Interest, Class NR Regular Interest, Class R Certificates or Class Z Certificates. After the Certificate Balances and
Notional Amounts of the Class A-1 Regular Interest, Class A-2 Regular Interest, Class A-3 Regular Interest, Class A-4 Regular
Interest, Class A-5 Regular Interest, Class A-SB Regular Interest, Class X-A Regular Interest, Class X-B Regular Interest, Class
A-S Regular Interest, Class B Regular Interest, Class C Regular Interest and Class D Regular Interest have been reduced to zero,
Yield Maintenance Charges with respect to the Mortgage Loans shall be distributed to the Holder of the Class X-B Regular Interest.


 



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(ii)     All
distributions of Yield Maintenance Charges made (i) in respect of the respective Classes of Regular Interests 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 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-A Certificates, pro rata in proportion to the Class A-1 Percentage Interest, the Class V1-A Percentage
Interest and the Class V2-A Percentage Interest, respectively;


 


(ii)     the
Class A-2 Regular Interest shall be further allocated between and distributed on the Class A-2 Certificates, Class V1-A Certificates
and the Class V2-A Certificates, pro rata in proportion to the Class A-2 Percentage Interest, the Class V1-A Percentage
Interest and the Class V2-A Percentage Interest, respectively;


 


(iii)    the
Class A-SB Regular Interest shall be further allocated between and distributed on the Class A-SB Certificates, Class V1-A Certificates
and the Class V2-A Certificates, pro rata in proportion to the Class A-SB Percentage Interest, the Class V1-A Percentage
Interest and the Class V2-A Percentage Interest, respectively;


 


(iv)    the
Class A-3 Regular Interest shall be further allocated between and distributed on the Class A-3 Certificates, Class V1-A Certificates
and the Class V2-A Certificates, pro rata in proportion to the Class A-3 Percentage Interest, the Class V1-A Percentage
Interest and the Class V2-A Percentage Interest, respectively;


 


(v)    the
Class A-4 Regular Interest shall be further allocated between and distributed on the Class A-4 Certificates, Class V1-A Certificates
and the Class V2-A Certificates, pro rata in proportion to the Class A-4 Percentage Interest, the Class V1-A Percentage
Interest and the Class V2-A Percentage Interest, respectively;


 


(vi)   the
Class A-5 Regular Interest shall be further allocated between and distributed on the Class A-5 Certificates, Class V1-A Certificates
and the Class V2-A Certificates, pro rata in proportion to the Class A-5 Percentage Interest, the Class V1-A Percentage
Interest and the Class V2-A Percentage Interest, respectively;


 


(vii)   the
Class X-A Regular Interest shall be further allocated between and distributed on the Class X-A Certificates, Class V1-A Certificates
and the Class V2-A Certificates, pro rata in proportion to the Class X-A Percentage Interest, the Class V1-A Percentage
Interest and the Class V2-A Percentage Interest, respectively;


 


(viii)  the
Class A-S Regular Interest shall be further allocated between and distributed on the Class A-S Certificates, Class V1-A Certificates
and the Class V2-A


 






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Certificates, pro rata in proportion to the Class A-S Percentage Interest, the Class V1-A Percentage
Interest and the Class V2-A Percentage Interest, respectively;


 


(ix)    the
Class X-B Regular Interest shall be further allocated between and distributed on the Class X-B Certificates, the Class V1-B Certificates
and the Class V2-A Certificates, pro rata in proportion to the Class X-B Percentage Interest, the Class V1-B Percentage
Interest and the Class V2-A Percentage Interest, respectively;


 


(x)     the
Class B Regular Interest shall be further allocated between and distributed on the Class B Certificates, the Class V1-B Certificates
and the Class V2-A Certificates, pro rata in proportion to the Class B Percentage Interest, the Class V1-B Percentage Interest
and the Class V2-A Percentage Interest, respectively;


 


(xi)    the
Class C Regular Interest shall be further allocated between and distributed on the Class C Certificates, the Class V1-B Certificates
and the Class V2-A Certificates, pro rata in proportion to the Class C Percentage Interest, the Class V1-B Percentage Interest
and the Class V2-A Percentage Interest, respectively;


 


(xii)   the
Class D Regular Interest shall be further allocated between and distributed on the Class D Certificates, the Class V1-D Certificates
and the Class V2-A Certificates, pro rata in proportion to the Class D Percentage Interest, the Class V1-D Percentage Interest
and the Class V2-A Percentage Interest, respectively;


 


(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 Interest 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 applicable Available Funds. Upon termination of the Trust, any amounts
remaining in the Gain-on-Sale Reserve Account shall be distributed to the Holders of the Class R Certificates from the Lower-Tier
REMIC in respect of the Class LR Interest.


 


(g)        All
distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata among
the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically provided
in Sections 4.01(h), 4.01(i) and 9.01, all such distributions with respect to each Class on each Distribution
Date shall be made to the Certificateholders of the respective Class of record at the close of business on the related Record
Date and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder at a bank
or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate Administrator
with written wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions
may be in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to such
Certificateholder at its address in the Certificate Register. The final distribution on each Certificate (determined without regard
to any possible future reimbursement of Realized Losses previously allocated to such Certificate) will be made in like manner,
but only upon presentation and surrender of such


 



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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 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


 



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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-Z, Class V2-Z and Class Z Certificates from the Excess Interest Distribution Account.
Excess Interest will not be available to pay any other amounts except for distributions on Class V1-Z, Class V2-Z and Class Z
Certificates as set forth in the prior sentence.


 


(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 Serviced Companion Loan in the following order of priority:


 


(i)          to
pay to the Master Servicer any amounts deposited by the Master Servicer in the Companion Distribution Account not required to
be deposited therein;


 


(ii)         to
the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee or
the Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable
or reimbursable to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Serviced
Whole Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related
Intercreditor Agreement;


 


(iii)       to
pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related Companion
Holder, in accordance with the related Intercreditor Agreement; and


 


(iv)       to
clear and terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 



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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.


 


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;


 


(vi)       the
number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage
Rate of the Mortgage Loans,


 



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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 each Class of Regular Interests for
such Distribution Date, separately identifying any Interest Distribution Amount, Interest Accrual Amount and Interest Shortfall
for such Distribution Date allocated to such Class of Regular Interests;


 


(xi)        the
amount of the distribution on such Distribution Date to the Holders of each Class of Certificates allocable to (A) Yield Maintenance
Charges and (B) in the case of the Class V1-Z, Class V2-Z and Class Z Certificates, any Excess Interest;


 


(xii)       the
Pass-Through Rate for each Class of Certificates for such Distribution Date and the next succeeding Distribution Date;


 


(xiii)      the
Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date, with respect
to the pool of Mortgage Loans;


 


(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;


 


(xvii)     the
current Controlling Class;


 



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(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 Section 4.01(a),
Section 4.01(c) and Section 4.01(d);


 


(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;
and


 


(xxxiv)   the
amount of any Excess Interest actually received.


 


In
the case of information furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii),
(xxiv) and (xxxiv) above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates
of each applicable Class and per Definitive Certificate.


 


The
Certificate Administrator has not obtained and shall not be deemed to have obtained actual knowledge of any information by virtue
of its receipt from another party for the purposes of posting of such information to the Certificate Administrator’s Website
or by its filing of information, including but not limited to EDGAR pursuant to this Agreement.


 


Within
a reasonable period of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who
at any time during the calendar year was a Holder of a Certificate, a statement containing the information set forth in clauses
(i) and (ii) above as to the applicable Class, aggregated for such calendar year or applicable portion thereof during
which person was a Certificateholder, together with such other information as the Certificate Administrator deems necessary or
desirable, or that a Certificateholder or Certificate Owner reasonably requests, to enable Certificateholders to prepare their
tax returns for such calendar year. Such obligation of the Certificate Administrator shall be deemed to have been satisfied to
the extent that substantially comparable information shall be provided by the Certificate Administrator pursuant to any requirements
of the Code as from time to time are in force.


 



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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 include such summary in Item 1B on the Form 10-D for such period in which the
Asset Review Report was delivered.


 


(b)        [Reserved].


 


(c)        Each
of the Master Servicer and the Special Servicer may, at its sole cost and expense, make available by electronic media, bulletin
board service or Internet website (in addition to making information available as provided herein) any reports or other information
the Master Servicer or the Special Servicer, as applicable, is required or permitted to provide to any party to this Agreement,
the Rating Agencies or any Certificateholder or any prospective Certificateholder that has provided the Certificate Administrator,
the Master Servicer or the Special Servicer, as applicable, with an Investor Certification or has executed a “click-through”
confidentiality agreement in accordance with Section 3.13 hereof (which may be a licensed or registered investment advisor)
to the extent such action does not conflict with the terms of this Agreement (including without limitation, any requirements to
keep Privileged Information confidential), the terms of the Mortgage Loans or applicable law. Notwithstanding this paragraph,
the availability of such information or reports on the Internet or similar electronic media shall not be deemed to satisfy any
specific delivery requirements in this Agreement except as set forth herein. In connection with providing access to the Master
Servicer’s or Special Servicer’s Internet website, the Master Servicer or the Special Servicer, as applicable, shall
take reasonable measures to ensure that only such parties listed above may access such information including, without limitation,
requiring registration, a confidentiality agreement and acceptance of a disclaimer. The Master Servicer or the Special Servicer,
as applicable, shall not be liable for dissemination of this information in accordance with this Agreement, and neither the Master
Servicer nor the Special Servicer shall be responsible for any information delivered, produced, or made available pursuant to
Section 3.13 and 4.02(c), other than information produced by the Master Servicer or the Special Servicer, as applicable;
provided that such information otherwise meets the requirements set forth herein with respect to the form and substance
of such information or reports. The Master Servicer shall be entitled to attach to any report provided pursuant to this subsection,
any reasonable disclaimer with respect to information provided, or any assumptions required to be made by such report.


 


The
Special Servicer shall from time to time (and, in any event, as may be reasonably required by the Master Servicer) provide the
Master Servicer with such information in its possession regarding the Specially Serviced Loans and REO Properties as may be necessary
for the Master Servicer to prepare each report and any supplemental information to be provided by the Master Servicer to the Certificate
Administrator. Neither the Certificate Administrator nor the Depositor shall have any obligation to recompute, verify or recalculate
the information provided thereto by the Master Servicer. Unless the Certificate Administrator has actual knowledge that any report
or file received from the Master Servicer contains erroneous information, the Certificate Administrator is authorized to rely
thereon in calculating and making distributions to Certificateholders in accordance with Section 4.01, preparing the Distribution
Date Statement required by Section 4.02(a) and allocating Realized Losses to the Certificates in accordance with Section
4.04.


 



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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.


 


(e)        The
information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


 


(f)         Upon
the reasonable request of the Directing Holder or any Controlling Class Certificateholder that, in either case, is an Excluded
Controlling Class Holder with respect to any Excluded Controlling Class Loan identified to the Master Servicer’s (in the
case of a Non-Specially Serviced Loan) or the Special Servicer’s (in the case of a Specially Serviced Loan) reasonable satisfaction
(at the expense of the Directing Holder or such Controlling Class Certificateholder) and if such information is in the Master
Servicer’s or the Special Servicer’s possession, as applicable, the Master Servicer or the Special Servicer, shall
provide or make available (or forward electronically) to the Directing Holder or such Controlling Class Certificateholder, as
applicable, (at the expense of the Directing Holder or such Controlling Class Certificateholder, as applicable) any Excluded Information
(available to Privileged Persons through the Certificate Administrator’s Website but not accessible to the Directing Holder
or such Controlling Class Certificateholder on account of it constituting Excluded Information, as applicable, through the Certificate
Administrator’s Website because the Directing Holder or such Controlling Class Certificateholder, as applicable, is an Excluded
Controlling Class Holder with respect to another Excluded Controlling Class Loan) relating to any Excluded Controlling Class Loan
with respect to which the Directing Holder or such Controlling Class Certificateholder, as


 



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applicable, is not a Borrower Party;
provided that, in connection therewith, the Master Servicer or the Special Servicer may require a written confirmation
executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special
Servicer, generally to the effect that such Person is the Directing Holder or a Controlling Class Certificateholder will keep
such Excluded Information confidential and is not a Borrower Party, upon which the Master Servicer or the Special Servicer may
conclusively rely. In addition, the Master Servicer and the Special Servicer shall be entitled to conclusively rely on delivery
from the Directing Holder or a Controlling Class Certificateholder, of an Investor Certification substantially in the form of
Exhibit P-1D that such Directing Holder or Controlling Class Certificateholder, is not an Excluded Controlling Class Holder
with respect to a particular Mortgage Loan. For the avoidance of doubt, the Special Servicer referenced in this Section 4.02(f)
shall include any applicable Excluded Special Servicer with respect to the related Excluded Special Servicer Loan(s).


 


Section
4.03    P&I Advances. (a) On or before 4:00 p.m., New York City time, on each P&I Advance Date,
the Master Servicer shall (i) remit to the Certificate Administrator for deposit from its own funds into the 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 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 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


 



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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 (excluding any portion of an REO Loan related to any 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 (but
excluding any portion of an REO Loan related to any 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 (but
excluding any portion of an REO Loan related to any Companion Loan), shall continue until the Distribution Date on which the proceeds,
if any, received in connection with a Liquidation Event or the disposition of the REO Property, as the case may be, with respect
thereto are to be distributed. Neither the Master Servicer nor the Trustee shall make or be permitted to make any P&I Advances
with respect to any Companion Loan. The Special Servicer shall not make any P&I Advances on any Mortgage Loan or Companion
Loan.


 


(c)        Notwithstanding
anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. With respect to each Non-Serviced Mortgage Loan, the Master Servicer will be required
to make its determination (based on information provided by the applicable Non-Serviced Master Servicer and Non-Serviced Special
Servicer) that it has made a P&I Advance on such Non-Serviced Mortgage Loan that is a Nonrecoverable Advance or that any proposed
P&I Advance would, if made, constitute a Nonrecoverable Advance with respect to such Non-Serviced Mortgage Loan independently
of any determination made by the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, as the
case may be, under the applicable Non-Serviced PSA in respect of the related Non-Serviced Companion Loan. If the Master Servicer
or the Special Servicer determines that a proposed P&I Advance with respect to a Non-Serviced Mortgage Loan, if made, or any
outstanding P&I Advance with respect to a Non-Serviced Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable
Advance, the Master Servicer shall provide the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer written
notice of such determination within two (2) Business Days of the date of such determination. If the Master Servicer receives written
notice from the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case may be, that either
has determined in accordance with the applicable Non-Serviced PSA with respect to a Non-Serviced Companion Loan, that any proposed
advance under the applicable Non-Serviced PSA that is similar to a P&I Advance would be, or any outstanding advance under
such Non-Serviced PSA that is similar to a P&I Advance is, a nonrecoverable advance, then the Master Servicer or the Trustee
may, based upon such determination, determine that any P&I Advance previously made or proposed to be made with respect to
the related


 



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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 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.


 



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Section
4.04     Allocation of Realized Losses.


 


(a)       On
each Distribution Date, immediately following the distributions to be made on such date pursuant to Section 4.01, the Certificate
Administrator shall calculate the amount, if any, by which (i) the aggregate Stated Principal Balance (for purposes of this 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) 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 (any such deficit, the “Realized Loss”). Any allocation
of Realized Losses to a Class of Regular Interests shall be made by reducing the Certificate Balance thereof by the amount so
allocated. The allocation of Realized Losses shall constitute an allocation of losses and other shortfalls experienced by the
Trust. Reimbursement of previously allocated Realized Losses will not constitute distributions of principal for any purpose and
will not result in an additional reduction in the Certificate Balance of the applicable Regular Interest in respect of which any
such reimbursement is made. With respect to any Regular Interest (other than any Class X Regular Interest), to the extent any
Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections on the Mortgage Loans and 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 Regular Interest that previously were allocated
Realized Losses and in the case of Realized Losses, in sequential order according to the priority of payments for the Regular
Interests (other than the Class X Regular Interests) (and in the case of the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5 and Class A-SB Regular Interests, on a pro rata basis according to the amount of unreimbursed Realized Losses on such
Classes), in each case up to the amount of the unreimbursed Realized Losses allocated to such Class of Regular Interest.


 


(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 the Class D Regular Interest,
fifth, to the Class C Regular Interest, sixth, to the Class B Regular Interest, seventh, to the Class A-S
Regular Interest, and then, pro rata (based on their respective Certificate Balances), Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5 and Class A-SB Regular Interests, in each case until the remaining Certificate Balances of such Regular
Interests have been reduced to zero.


 


(ii)       Any
such write-offs in respect of:


 


(A)      the
Class A-1 Regular Interest shall be further allocated to the Class A-1 Certificates, the Class V1-A Certificates and the Class
V2-A Certificates, pro rata in proportion to the Class A-1 Percentage Interest, the Class V1-A Percentage Interest and
the Class V2-A Percentage Interest, respectively;


 






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(B)      the
Class A-2 Regular Interest shall be further allocated to the Class A-2 Certificates, the Class V1-A Certificates and the Class
V2-A Certificates, pro rata in proportion to the Class A-2 Percentage Interest, the Class V1-A Percentage Interest and
the Class V2-A Percentage Interest, respectively;


 


(C)      the
Class A-SB Regular Interest shall be further allocated to the Class A-SB Certificates, the Class V1-A Certificates and the Class
V2-A Certificates, pro rata in proportion to the Class A SB Percentage Interest, the Class V1-A Percentage Interest and
the Class V2-A Percentage Interest, respectively;


 


(D)      the
Class A-3 Regular Interest shall be further allocated to the Class A-3 Certificates, the Class V1-A Certificates and the Class
V2-A Certificates, pro rata in proportion to the Class A-3 Percentage Interest, the Class V1-A Percentage Interest and
the Class V2-A Percentage Interest, respectively;


 


(E)       the
Class A-4 Regular Interest shall be further allocated to the Class A-4 Certificates, the Class V1-A Certificates and the Class
V2-A Certificates, pro rata in proportion to the Class A-4 Percentage Interest, the Class V1-A Percentage Interest and
the Class V2-A Percentage Interest, respectively;


 


(F)       the
Class A-5 Regular Interest shall be further allocated to the Class A-5 Certificates, the Class V1-A Certificates and the Class
V2-A Certificates, pro rata in proportion to the Class A-5 Percentage Interest, the Class V1-A Percentage Interest and
the Class V2-A Percentage Interest, respectively;


 


(G)      the
Class A-S Regular Interest shall be further allocated to the Class A-S Certificates, the Class V1-A Certificates and the Class
V2-A Certificates, pro rata in proportion to the Class A-S Percentage Interest, the Class V1-A Percentage Interest and
the Class V2-A Percentage Interest, respectively;


 


(H)      the
Class B Regular Interest shall be further allocated to the Class B Certificates, the Class V1-B Certificates and the Class V2-A
Certificates, pro rata in proportion to the Class B Percentage Interest, the Class V1-B Percentage Interest and the Class
V2-A Percentage Interest, respectively;


 


(I)        the
Class C Regular Interest shall be further allocated to the Class C Certificates, the Class V1-B Certificates and the Class V2-A
Certificates, pro rata in proportion to the Class C Percentage Interest, the Class V1-B Percentage Interest and the Class
V2-A Percentage Interest, respectively;


 


(J)       the
Class D Regular Interest shall be further allocated to the Class D Certificates, the Class V1-D Certificates and the Class V2-A
Certificates, pro rata in proportion to the Class D Percentage Interest, the Class V1-D Percentage Interest and the Class
V2-A Percentage Interest, respectively;


 


(K)       the
Class E Regular Interest shall be further allocated to the Class E Certificates, the Class V1-E Certificates and the Class V2-A
Certificates, pro rata in proportion


 






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to
the Class E Percentage Interest, the Class V1-E Percentage Interest and the Class V2-A Percentage Interest, respectively;


 


(L)       the
Class F Regular Interest shall be further allocated to the Class F Certificates, the Class V1-F Certificates and the Class V2-A
Certificates, pro rata in proportion to the Class F Percentage Interest, the Class V1-F Percentage Interest and the Class
V2-A Percentage Interest, respectively; and


 


(M)     the
Class NR Regular Interest shall be further allocated to the Class NR Certificates, the Class V1-F Certificates and the Class V2-A
Certificates, pro rata in proportion to the Class NR Percentage Interest, the Class V1-F Percentage Interest and the Class
V2-A Percentage Interest, respectively.


 


(c)       With
respect to any Distribution Date, any Realized Losses allocated to a Class of Regular Interests pursuant to Section
4.04(a) or Section 4.04(b) with respect to such Distribution Date shall reduce the Lower-Tier Principal Amount of
the Related Lower-Tier Regular Interest 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 Regular Interest, second, to the Class F Regular Interest, third, to the Class E Regular Interest,
fourth, to the Class D Regular Interest, fifth, to the Class C Regular Interest, sixth, to the Class B Regular
Interest, seventh, to the Class A-S Regular Interest, and finally, pro rata based on their respective Certificate
Balances, to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 Regular Interests).


 


Any
such allocations of Appraisal Reduction Amounts to:


 


(i)          the
Class A-1 Regular Interest shall be further allocated to the Class A-1 Certificates, the Class V1-A Certificates and the Class
V2-A Certificates, pro rata in proportion to the Class A-1 Percentage Interest, the Class V1-A Percentage Interest and
the Class V2-A Percentage Interest, respectively;


 


(ii)         the
Class A-2 Regular Interest shall be further allocated to the Class A-2 Certificates, the Class V1-A Certificates and the Class
V2-A Certificates, pro rata in proportion to the Class A-2 Percentage Interest, the Class V1-A Percentage Interest and
the Class V2-A Percentage Interest, respectively;


 


(iii)       the
Class A-SB Regular Interest shall be further allocated to the Class A-SB Certificates, the Class V1-A Certificates and the Class
V2-A Certificates, pro rata in proportion to the Class A SB Percentage Interest, the Class V1-A Percentage Interest and
the Class V2-A Percentage Interest, respectively;


 






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(iv)        the
Class A-3 Regular Interest shall be further allocated to the Class A-3 Certificates, the Class V1-A Certificates and the Class
V2-A Certificates, pro rata in proportion to the Class A-3 Percentage Interest, the Class V1-A Percentage Interest and
the Class V2-A Percentage Interest, respectively;


 


(v)        the
Class A-4 Regular Interest shall be further allocated to the Class A-4 Certificates, the Class V1-A Certificates and the Class
V2-A Certificates, pro rata in proportion to the Class A-4 Percentage Interest, the Class V1-A Percentage Interest and
the Class V2-A Percentage Interest, respectively;


 


(vi)       the
Class A-5 Regular Interest shall be further allocated to the Class A-5 Certificates, the Class V1-A Certificates and the Class
V2-A Certificates, pro rata in proportion to the Class A-5 Percentage Interest, the Class V1-A Percentage Interest and
the Class V2-A Percentage Interest, respectively;


 


(vii)      the
Class A-S Regular Interest shall be further allocated to the Class A-S Certificates, the Class V1-A Certificates and the Class
V2-A Certificates, pro rata in proportion to the Class A-S Percentage Interest, the Class V1-A Percentage Interest and
the Class V2-A Percentage Interest, respectively;


 


(viii)     the
Class B Regular Interest shall be further allocated to the Class B Certificates, the Class V1-B Certificates and the Class V2-A
Certificates, pro rata in proportion to the Class B Percentage Interest, the Class V1-B Percentage Interest and the Class
V2-A Percentage Interest, respectively;


 


(ix)        the
Class C Regular Interest shall be further allocated to the Class C Certificates, the Class V1-B Certificates and the Class V2-A
Certificates, pro rata in proportion to the Class C Percentage Interest, the Class V1-B Percentage Interest and the Class
V2-A Percentage Interest, respectively;


 


(x)         the
Class D Regular Interest shall be further allocated to the Class D Certificates, the Class V1-D Certificates and the Class V2-A
Certificates, pro rata in proportion to the Class D Percentage Interest, the Class V1-D Percentage Interest and the Class
V2-A Percentage Interest, respectively;


 


(xi)        the
Class E Regular Interest shall be further allocated to the Class E Certificates, the Class V1-E Certificates and the Class V2-A
Certificates, pro rata in proportion to the Class E Percentage Interest, the Class V1-E Percentage Interest and the Class
V2-A Percentage Interest, respectively;


 


(xii)       the
Class F Regular Interest shall be further allocated to the Class F Certificates, the Class V1-F Certificates and the Class V2-A
Certificates, pro rata in proportion to the Class F Percentage Interest, the Class V1-F Percentage Interest and the Class
V2-A Percentage Interest, respectively;


 


(xiii)       the
Class NR Regular Interest shall be further allocated to the Class NR Certificates, the Class V1-F Certificates and the Class V2-A
Certificates, pro rata in 


 






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proportion
to the Class NR Percentage Interest, the Class V1-F Percentage Interest and the Class V2-A Percentage Interest, respectively.


 


As
of the first Determination Date following a Mortgage Loan (other than a Non-Serviced Mortgage Loan) becoming an AB Modified
Loan, the Special Servicer shall calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified
Loan, taking into account the most recent Appraisal obtained by the Special Servicer with respect to such Mortgage Loan, and
all other information relevant to a Collateral Deficiency Amount determination. Upon obtaining knowledge or receiving notice
by the Special Servicer that a Non-Serviced Mortgage Loan has become an AB Modified Loan, the Special 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
Special 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 Special Servicer of the appraisal and any other information set
forth in the immediately preceding clause (i) that the Special 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 Special Servicer thereof. The Master Servicer, upon reasonable prior written request, shall provide the Special
Servicer with information in its possession that is reasonably required to calculate or recalculate any Collateral Deficiency
Amount. The Master Servicer shall use reasonable efforts to assist the Special 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 Special 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 Master 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 a related Mortgage Loan that is an AB Modified Loan will be allocated to each Class of Control
Eligible Corresponding Certificates in reverse sequential order to notionally reduce the related Certificate Balances until the
Certificate Balance of each such Class of Control Eligible Corresponding Certificates is reduced to zero (i.e., first,
to the Class NR Certificates, second, to the Class F Certificates, and third, to the Class E Certificates). For
the avoidance of doubt, for purposes of determining the Controlling Class or the occurrence and continuance of a Control Termination
Event, any Class of Control Eligible Corresponding Certificates shall be allocated both applicable Appraisal Reduction Amounts
and applicable Collateral Deficiency Amounts (the sum of which shall constitute the applicable Cumulative Appraisal Reduction
Amount), in accordance with this Section 4.05(a).


 


With
respect to (i) any Appraisal Reduction Amount calculated for the purposes of determining the Non-Reduced Certificates or determining
the Voting Rights of the related


 






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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 Certificate Administrator of the amount of any Appraisal Reduction Amount (which notification
to the Certificate Administrator shall be made by delivery of such information included in the CREFC® Loan Periodic Update
File in accordance with Section 3.12(d)), any Collateral Deficiency Amount and any resulting Cumulative Appraisal Reduction
Amount allocated to each Mortgage Loan, AB Modified Loan or Serviced Whole Loan (which notification may be satisfied through delivery
of such information included in the CREFC® Appraisal Reduction Amount Template included in the CREFC® Investor Reporting
Package in accordance with Section 3.12(d) or such other report or reports mutually agreed upon between the Master Servicer
and the Certificate Administrator) and the Certificate Administrator shall promptly post notice of such Appraisal Reduction Amount,
Collateral Deficiency Amount and/or Cumulative Appraisal Reduction Amount, as applicable, to the Certificate Administrator’s
Website. Based on information in its possession, the Certificate Administrator shall determine from time to time which Class of
Certificates is the Controlling Class. Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator
shall notify the Master Servicer, the Special Servicer and the Operating Advisor of such event, including the identity and contact
information of the new Controlling Class Certificateholder and the identity of the Controlling Class as set forth in Section
3.23(m) (the cost of obtaining such information from the Depository being an expense of the Trust).


 


(b)       (i)
The Holders of the majority of Voting Rights of any Class of Control Eligible Corresponding Certificates 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, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal
Reduction Amount or Collateral Deficiency Amount (as applicable) is warranted, and if so warranted, the Special Servicer shall
recalculate the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based on such supplemental appraisal.
If required by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class and each other Appraised-Out
Class shall, if applicable, have its related


 






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Certificate
Balance notionally restored to the extent required by such recalculation of the Appraisal Reduction Amount or Collateral Deficiency
Amount, if applicable. In addition, the Requesting Holders of any Appraised-Out Class shall have the right, at their sole expense,
to require the Special Servicer to order an additional appraisal of any Mortgage Loan for which an Appraisal Reduction Event has
occurred or as to which there exists a Collateral Deficiency Amount if an event has occurred at or with regard to the related
Mortgaged Property or Mortgaged Properties that would have a material effect on its appraised value, and the Special Servicer
shall use its reasonable efforts to obtain such appraisal from an MAI appraiser reasonably acceptable to the Special Servicer
within thirty (30) days from receipt of the Requesting Holders’ written request; provided, that the Special Servicer
shall not be required to obtain such appraisal if it determines in accordance with the Servicing Standard that no events at or
with regard to the related Mortgaged Property or Mortgaged Properties have occurred that would have a material effect on the appraised
value of the related Mortgaged Property or Mortgaged Properties. The Holders of an Appraised-Out Class requesting any supplemental
Appraisal pursuant to clause (i) above shall refrain from exercising any direction, control, consent and/or similar rights
of the Controlling Class 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 Special 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 Holder or, if the Directing
Holder is the Directing Certificateholder, the Holder of the majority of the Controlling Class) the Directing Holder; provided,
however, that no new or updated appraisal


 






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shall
be required if the Mortgage Loan, Serviced Whole Loan or REO Property is under contract to be sold within ninety (90) days of
such Appraisal Reduction Event or anniversary thereof and the Special Servicer reasonably believes such sale is likely to close.
Based upon such Appraisal or internal valuation (or any Appraisal obtained in accordance with Section 4.05(b) above) and
receipt of information reasonably requested by the Special Servicer from the Master Servicer necessary to calculate the Appraisal
Reduction Amount that is either in the Master Servicer’s possession or reasonably obtainable by the Master Servicer, the
Special Servicer shall determine or redetermine, as applicable, and report to the Master Servicer, the Certificate Administrator,
the Trustee, the Operating Advisor and ((i) prior to the occurrence and continuance of any Consultation Termination Event and
(ii) other than with respect to any Mortgage Loan that is an Excluded Loan as to such party) the Directing Holder, the amount
and calculation or recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount with respect to such Mortgage
Loan, Companion Loan or Serviced Whole Loan, as applicable, and such report shall be delivered in the CREFC® Appraisal
Reduction Amount Template format; provided, however, that the Special Servicer shall not be liable for failure to
comply with such duties insofar as such failure results from a failure of the Master Servicer to provide sufficient information
to the Special Servicer to comply with such duties or failure by the Master Servicer to otherwise comply with its obligations
hereunder. Such report shall also be forwarded by the Master Servicer (or the Special Servicer if the related Mortgage Loan is
a Specially Serviced Loan), to the extent the related Serviced Companion Loan has been included in an Other Securitization, to
the Other Servicer, to the extent required by the related Intercreditor Agreement, of such Other Securitization into which the
related Serviced Companion Loan has been sold, or to the holder of any related Serviced Companion Loan by the Master Servicer
(or the Special Servicer if the related Mortgage Loan is a Specially Serviced Loan). If the Special Servicer is required to redetermine
the Appraisal Reduction Amount or Collateral Deficiency Amount, such redetermined Appraisal Reduction Amount or Collateral Deficiency
Amount shall replace the prior Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, with respect to such
Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable. Prior to the occurrence and continuance of a Consultation
Termination Event (and unless the related Mortgage Loan is an Excluded Loan as to such party), the Special Servicer shall consult
with the Directing Holder with respect to any Appraisal, valuation or downward adjustment in connection with an Appraisal Reduction
Amount or Collateral Deficiency Amount. Notwithstanding the foregoing but subject to Section 4.05(b), the Special Servicer
shall not be required to obtain an Appraisal or conduct an internal valuation, as applicable, with respect to a Mortgage Loan
or related Companion Loan or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred to the extent the Special
Servicer has obtained an Appraisal or conducted such a valuation (in accordance with requirements of this Agreement), as applicable,
with respect to the related Mortgaged Property within the six-month period immediately prior to the occurrence of such Appraisal
Reduction Event. Instead, the Special Servicer may use such prior Appraisal or valuation, as applicable, in calculating any Appraisal
Reduction Amount or Collateral Deficiency Amount with respect to such Mortgage Loan or related Companion Loan or Serviced Whole
Loan; provided that the Special Servicer is not aware of any material change to the related Mortgaged Property having occurred
and affecting the validity of such Appraisal or valuation.


 


The
Master Servicer shall deliver by electronic mail to the Special Servicer any information in its possession reasonably required
to determine, calculate, redetermine or


 






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recalculate
any Appraisal Reduction Amount, using reasonable efforts to deliver such information, within four (4) Business Days following
the Special Servicer’s reasonable request therefor (which request 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 Special Servicer’s failure to timely make such request shall not relieve the Master
Servicer of its obligation to use reasonable efforts to provide such information to the Special Servicer within four (4) Business
Days following the Special Servicer’s reasonable request.


 


(d)       Any
Mortgage Loan (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole Loan previously
subject to an Appraisal Reduction Amount, which has become a Corrected Loan (for such purposes taking into account any amendment
or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan), and with respect to which
no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction Amount.
Any Appraisal Reduction Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in
accordance with and pursuant to the terms of the applicable Non-Serviced PSA.


 


(e)       Each
Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction Amount with respect
to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount in respect of
a Serviced AB Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified
in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion Loan (until its principal balance
is notionally reduced to zero by such Appraisal Reduction Amounts) and then, pro rata, to the related AB Mortgage Loan
and any related Pari Passu Companion Loan(s). Any Appraisal Reduction Amount in respect of any Serviced Pari Passu Whole Loan
will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor
Agreement, then, pro rata, between the related Serviced Pari Passu Mortgage Loan and the related Serviced Pari Passu Companion
Loan(s), based upon their respective outstanding principal balances.


 


Section
4.06      Grantor Trust Reporting. (a) The parties intend that the portion of the Trust Fund constituting
the Grantor Trust shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion
as, a “grantor trust” under subpart E, part I of subchapter J of the Code, and the provisions hereof shall be interpreted
consistently with this intention. In furtherance of such intention, neither the Trustee nor the Certificate Administrator shall
have the power to vary the investment of the Certificateholders in the Grantor Trust so as to improve their rate of return. The
Certificate Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely
execute and timely return to the Certificate Administrator) and timely file all Tax Returns in respect of the Grantor Trust. In
addition, the Certificate Administrator shall (A) file, or cause to be filed, Internal Revenue Service Form 1041, Form 1099 or
such other form as may be applicable with the Internal Revenue Service with copies of the statements in the following clause and
(B) furnish, or cause to be furnished, to the Certificateholders, their allocable share of income and expense with


 






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respect
to the related Specific Grantor Trust Assets in the time or times and in the manner required by the Code.


 


(b)       The
Grantor Trust will be treated as a WHFIT that is a WHMT. The Certificate Administrator will report as required under the WHFIT
Regulations to the extent such information as is reasonably necessary to enable the Certificate Administrator to do so is provided
to the Certificate Administrator on a timely basis. The Certificate Administrator is hereby directed to assume that DTC is the
only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Certificate Administrator with
the identities of other “middlemen” that are Certificateholders. The Certificate Administrator shall be entitled to
rely on the first sentence of this Section 4.06(b) and shall be entitled to indemnification in accordance with the terms
of this Agreement in the event that the Internal Revenue Service makes a determination that the first sentence of this paragraph
is incorrect.


 


(c)       The
Certificate Administrator shall report required WHFIT information using the accrual method, except to the extent the WHFIT Regulations
specifically require a different method. The Certificate Administrator shall be under no obligation to determine whether any Certificateholder
uses the cash or accrual method. The Certificate Administrator shall make available (via its website) WHFIT information to Certificateholders
annually. In addition, the Certificate Administrator shall not be responsible or liable for providing subsequently amended, revised
or updated information to any Certificateholder, unless requested by the Certificateholder.


 


(d)       The
Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for
any penalties thereunder if such failure 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


 






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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, and in the case of any Inquiry relating to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master Servicer
or related Non-Serviced Special Servicer, as applicable, the Certificate Administrator shall forward the Inquiry to the appropriate
person (in the case of the Master Servicer to the following: Surveillance_Inquiries@keybank.com), in each case within a commercially
reasonable period of time following receipt thereof. Following receipt of an Inquiry, the Master Servicer, the Special Servicer,
the Certificate Administrator or the Operating Advisor, as applicable, unless such party determines not to answer such Inquiry
as provided below, shall reply to the Inquiry, which reply of the Master Servicer, the Special Servicer or the Operating Advisor,
as applicable, shall be delivered to the Certificate Administrator by electronic mail. In the case of an Inquiry relating to a
Non-Serviced Mortgage Loan, the Certificate Administrator shall make reasonable efforts to obtain an answer from the related Non-Serviced
Master Servicer or the related Non-Serviced Special Servicer, as applicable; provided that the Certificate Administrator
shall not be responsible for the content of such answer or any delay or failure to obtain such answer. The Certificate Administrator
shall post (within a commercially reasonable period of time following preparation or receipt of such answer, as the case may be)
such Inquiry and the related answer to the Certificate Administrator’s Website. If the Certificate Administrator, the Master
Servicer, the Special Servicer or the Operating Advisor determines, in its respective sole discretion, that (i) any Inquiry is
beyond the scope of the topics described above, (ii) answering any Inquiry would not be in the best interests of the Trust and/or
the Certificateholders, (iii) answering any Inquiry would be in violation of applicable law, the applicable Mortgage Loan documents
or this Agreement, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional cost
or expense to, the Master Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable,
(v) answering any Inquiry would require the disclosure of Privileged Information (subject to the Privileged Information Exception,
(vi) that answering any Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege or the disclosure
of attorney work product or (vii) answering any Inquiry is otherwise, for any reason, not advisable, it shall not be required
to answer such Inquiry and, in the case of the Master Servicer, the Special Servicer or the Operating Advisor, shall promptly
notify the Certificate Administrator of such determination. In addition, no party shall post or otherwise disclose any direct
communications with the Directing Holder or the Risk Retention Consultation Party (in its capacity as Risk Retention Consultation
Party) as part of its response to any Inquiries. The Certificate Administrator shall notify the Person who submitted such Inquiry
in the event that the Inquiry will not be answered. Any notice by the Certificate Administrator to the Person who submitted an
Inquiry that will not be answered shall include the following statement: “Because the Pooling


 






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and
Servicing Agreement provides that the Master Servicer, the Special Servicer, the Certificate Administrator and the Operating Advisor
shall not answer an Inquiry if it determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of the
topics described in the Pooling and Servicing Agreement, (ii) answering any Inquiry would not be in the best interests of the
Trust and/or the Certificateholders, (iii) answering any Inquiry would be in violation of applicable law or the applicable Mortgage
Loan documents, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional costs
or expenses to the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or Operating Advisor, as
applicable, (v) answering any Inquiry would require the disclosure of Privileged Information, (vi) that answering any Inquiry
would or is reasonably expected to result in a waiver of an attorney-client privilege or the disclosure of attorney work product
or (vii) answering any Inquiry is otherwise, for any reason, not advisable, no inference should or may be drawn from the fact
that the Master Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor has declined to answer
the Inquiry.” Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and shall not be
deemed to be answers from any of the Depositor, the Underwriters or any of their respective Affiliates. None of the Underwriters,
Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Operating Advisor or any
of their respective Affiliates will certify to any of the information posted in the Investor Q&A Forum and no such party shall
have any responsibility or liability for the content of any such information. The Certificate Administrator shall not be required
to post to the Certificate Administrator’s Website any Inquiry or answer thereto that the Certificate Administrator determines,
in its sole discretion, is administrative or ministerial in nature. The Investor Q&A Forum will not reflect questions, answers
and other communications that are not submitted via the Certificate Administrator’s Website. Notwithstanding the foregoing,
the 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


 






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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 Rating Agency Inquiry for the Master Servicer or the Special Servicer, the 17g-5
Information Provider shall forward the Rating Agency Inquiry to the appropriate person (in the case of the Master Servicer to
the following: Surveillance_Inquiries@keybank.com), in each case within a commercially reasonable period of time following receipt
thereof. Following receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the Master Servicer or the Special
Servicer, as 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 the Special Servicer, as applicable, under this Agreement, it
shall not be required to answer such Rating Agency Inquiry and shall promptly notify the 17g-5 Information Provider by email of
such determination. The 17g-5 Information Provider shall promptly thereafter post the Rating Agency Inquiry with the reason it
was not answered to the Rating Agency Q&A Forum and Document Request Tool. The 17g-5 Information Provider shall not be liable
for the failure by any other such Person to so answer. Questions posted on the Rating Agency Q&A Forum and Document Request
Tool shall not be attributed to the submitting NRSRO. Answers posted on the Rating Agency Q&A Forum and Document Request Tool
will be attributable only to the respondent, and shall not be deemed to be answers from any other person. None of the Underwriters,
the Depositor, or any of their respective Affiliates will certify to any of the information posted in the Rating Agency Q&A
Forum and Document Request Tool and no such


 






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party
shall have any responsibility or liability for the content of any such information. The 17g-5 Information Provider shall not be
required to post to the 17g-5 Information Provider’s Website any Rating Agency Inquiry or answer thereto that the 17g-5
Information Provider determines, in its sole discretion, is administrative or ministerial in nature. The Rating Agency Q&A
Forum and Document Request Tool will not reflect questions, answers and other communications that are not submitted via the 17g-5
Information Provider’s Website.


 


Section
4.08     Secure Data Room. (a) The Certificate Administrator shall create a Secure Data Room within
120 days following the Closing Date. The Depositor shall upon the receipt of each Mortgage Loan Seller’s Diligence File
Certificate, deliver to the Certificate Administrator within 120 days following the Closing Date, an electronic copy of the Diligence
Files for the Mortgage Loans that have been uploaded by the Mortgage Loan Sellers to the Designated Site. Upon receipt thereof,
the Certificate Administrator shall promptly upload the contents of each Diligence File actually received by it to the Secure
Data Room. Access to the Secure Data Room shall be granted by the Certificate Administrator to (i) the Asset Representations Reviewer
and (ii) provided that the Certificate Administrator has received the Diligence File Certificate from each Mortgage Loan Seller
pursuant to Section 2.01(h), any other Person at the direction of the Depositor, in each case, upon the occurrence of an
Affirmative Asset Review Vote and receipt by the Certificate Administrator of a certification substantially in the form of Exhibit
RR hereto (which shall be sent via email to trustadministrationgroup@wellsfargo.com or submitted electronically via the Certificate
Administrator’s Website). In no case whatsoever shall Certificateholders be permitted to access the Secure Data Room. For
the avoidance of doubt, the Certificate Administrator shall be under no obligation to post any documents or information to the
Secure Data Room other than the contents of the Diligence Files initially delivered to it by the Depositor.


 


(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


 






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Files
to a successor certificate administrator designated in writing by the Depositor or the Master Servicer, and all costs and expenses
associated with the transfer of the Diligence Files shall be payable as part of the costs and expenses associated with the transfer
of its responsibilities upon the resignation or removal of the Certificate Administrator pursuant to Section 8.07. Following
the date on which any Mortgage Loan is paid in full, liquidated, repurchased or otherwise removed from the Trust, the Master Servicer
or the Special Servicer, as applicable, may direct the Certificate Administrator in writing to delete the Diligence File related
to such Mortgage Loan from the Secure Data Room; provided that absent such direction, the Certificate Administrator shall
not be obligated to delete any Diligence File from the Secure Data Room. Following the termination of the Trust pursuant to Section
9.01, the Certificate Administrator shall be permitted to delete all files from the Secure Data Room. Upon deletion, in no
event shall the Certificate Administrator be obligated to reproduce or retrieve such deleted files.


 


[End
of ARTICLE IV]


 


Article
V



THE CERTIFICATES


 


Section
5.01      The Certificates. (a) The Certificates will be substantially in the respective forms
annexed hereto as Exhibits A-1 through and including A-25, with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Agreement or as may, in the reasonable judgment of the Certificate Registrar,
be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters,
numbers or other marks of identification and such legends or endorsements placed thereon as may be required by law, or as may,
consistently herewith, be determined by the officers executing such Certificates, as evidenced by their execution thereof. The
Class X-A Certificates and Class X-B 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 Class X-E Certificates will be issuable
only in minimum Denominations of authorized initial Notional Amount of not less than $500,000 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 V, Class Z and Class R Certificates)
will be issuable in minimum Denominations of authorized initial Certificate Balance of not less than $100,000, and in integral
multiples of $1.00 in excess thereof. If the Original Certificate Balance or initial Notional Amount, as applicable, of any Class
does not equal an integral multiple of $1.00, then a single additional Certificate of such Class may be issued in a minimum denomination
of authorized initial Certificate Balance or initial Notional Amount, as applicable, that includes the excess of (i) the Original
Certificate Balance or initial Notional Amount, as applicable, of such Class over (ii) the largest integral multiple of $1.00
that does not exceed such amount. The Certificates of each Class of Class V Certificates will be issuable in one or more Definitive
Certificates, in minimum denominations of authorized Certificate Balance as described in the succeeding table, and multiples of
$l in excess thereof (or such lesser amount if the Certificate Balance is not a multiple of $1). The Class R


 






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Certificates
shall be issued, maintained and transferred in minimum percentage interests of 10% of such Class R Certificates and in integral
multiples of 1% in excess thereof. The Class Z Certificates shall be issued, maintained and transferred in minimum percentage
interests of 1% of such Class Z Certificates.


 


(b)       One
authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized
signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the
Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the
Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature
shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


(c)       During
the Transfer Restriction Period, the HRR Certificates shall only be held as Definitive Certificates in the Third Party Purchaser
Safekeeping Account by the Certificate Administrator (and the Holder of the HRR Certificates shall be registered on the Certificate
Register), unless otherwise consented to by the Retaining Sponsor. The Certificate Administrator shall hold the HRR Certificates
in safekeeping and shall release the same only upon receipt of written instructions in accordance with this agreement from the
Holder of the HRR Certificates and the Retaining Sponsor’s consent (subject to Section 5.01(d)), and in accordance with
any authentication procedures as may be utilized by the Certificate Administrator. There shall be, and hereby is, established
by the Certificate Administrator an account which shall be designated the “Third Party Purchaser Safekeeping Account”
and into which the HRR Certificates shall be held and which shall be governed by and subject to this Agreement and the Credit
Risk Retention Compliance Agreement. The HRR Certificates to be delivered in physical form to the Certificate Administrator shall
be delivered as set forth herein. Unless otherwise directed by the Retaining Sponsor, no amounts distributable to the HRR Certificates
shall be remitted to the Third Party Purchaser Safekeeping Account but shall be remitted directly to the Holder of the HRR Certificates
in accordance with written instructions (which shall be in the form of Exhibit VV to this Agreement) provided separately
by the Holder of the HRR Certificates to the Certificate Administrator. Under no circumstances by virtue of safekeeping the HRR
Certificates shall the Certificate Administrator (i) be obligated to bring legal action or institute proceedings against any person
on behalf of the Holder of the HRR Certificates or the Retaining Sponsor or (ii) have any obligation to monitor, supervise or
enforce the performance of any party under the related Credit Risk Retention Compliance Agreement. The Certificate Administrator
shall be entitled to conclusively rely with no obligation to verify, confirm or otherwise monitor the accuracy of any information
included in any written instructions provided in connection with the Third Party Purchaser Safekeeping Account and shall have
no liability in connection therewith, other than with respect to the Certificate Administrator’s obligation to obtain the
Retaining Sponsor’s consent prior to any release of the HRR Certificates. During the Transfer Restriction Period, the Certificate
Administrator shall hold the Definitive Certificate representing the HRR Certificates at the location below, or any other location;
provided the Certificate Administrator has given notice to the Holder of the HRR Certificates of such new location:


 


Wells
Fargo Bank NA

Attn: Security Control and Transfer (SCAT) - MAC N9345-010


 







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425
E Hennepin Avenue

Minneapolis, MN 55414


 


On
the Closing Date, the Certificate Administrator shall deliver written confirmations to the Depositor, the Retaining Sponsor and
the Third Party Purchaser substantially in the form of Exhibit UU to this Agreement evidencing its receipt of the HRR Certificates
and to the Depositor.


 


The
Certificate Administrator shall make available to the Holder of the HRR Certificates and the Retaining Sponsor a statement of
the Third Party Purchaser Safekeeping Account as mutually agreed upon by the Certificate Administrator, the Retaining Sponsor
and the Holder of the HRR Certificates, and in accordance with the Certificate Administrator’s policies and procedures.
Any transfer of the HRR Certificates shall be subject to ARTICLE V of this Agreement.


 


(d)       In
the event the Third Party Purchaser seeks to cause the release of any HRR Certificates from the Third Party Safekeeping Account,
the Third Party Purchaser shall simultaneously deliver to the Certificate Administrator, the Retaining Sponsor and the Depositor
(i) an executed written request for such release in the form attached hereto as Exhibit D-5 and (ii) an executed written
request for the Retaining Sponsor’s consent to such release substantially in the form attached hereto as Exhibit D-7.
The Certificate Administrator may not consent to, or otherwise permit, any such release without obtaining the Retaining Sponsor’s
countersigned request for consent. The Certificate Administrator shall be indemnified and held harmless for any release in connection
with the preceding, in accordance with the terms set forth in Section 8.03. The Certificate Administrator shall have no
further obligations with respect to the safekeeping of such released certificates.


 


Section
5.02     Form and Registration. No transfer of any Non-Registered Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or
qualification under applicable state securities laws, or is made in a transaction which does not require such registration or
qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to RREF III
- D AIV RR, LLC) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities
laws, then either:


 


(a)       Each
Class of the Non-Registered Certificates (other than the HRR Certificates and Class R Certificates) sold to institutions that
are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S under the Act shall initially be
represented by a temporary book-entry certificate in definitive, fully registered form without interest coupons, substantially
in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”),
which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby
with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of
the Depository or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream.
Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date
(the “Restricted Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate


 






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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 is hereby
appointed the initial Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery
of the Certificates in connection with transfers and exchanges as herein provided. If Wells Fargo Bank, National Association is
removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated as Authenticating Agent.
If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee
or an Affiliate thereof.


 


(b)       Certificates
of each Class of Non-Registered Certificates (other than the HRR Certificates and other than the VRR Interest following the conversion
described in Section 5.03(i) hereof during the Transfer Restriction Period) offered and sold to Qualified Institutional
Buyers in reliance on Rule 144A shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate
Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository
or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time
be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as
hereinafter provided.


 


(c)       Certificates
of each Class of Non-Registered Certificates that are initially offered and sold to investors that are
Institutional Accredited Investors that are not Qualified Institutional Buyers, the HRR Certificates and the Class R
Certificates (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates,
substantially in the applicable form set forth as an exhibit hereto, and shall be registered by the Certificate Registrar in
the name of such investors or their nominees who have provided the Certificate Registrar with an Investment Representation
Letter substantially in the form of Exhibit C, and the Certificate Registrar shall deliver the certificates for such Non-Book
Entry Certificates to the respective beneficial owners or owners. For the avoidance of doubt, the Class V, Class R and Class
Z Certificates and the HRR Certificates shall only be in the form of Definitive Certificates, and the Certificates evidencing
the VRR Interest shall be converted following their initial issuance to the form of Definitive


 






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Certificates
pursuant to Section 5.02(j) and shall thereafter at all times during the Transfer Restriction Period be held in such form.


 


(d)       Owners
of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated
Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing
or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or
ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within
ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to
enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding
it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided,
however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a
Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i)
or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender
by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration,
the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case
of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne
by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates
as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry
Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry
records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates
will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through
the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all
references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments,
notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related
registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures.


 


(e)       Other
than as provided for in Section 5.03(i), any VRR Interest shall only be held as a Definitive Certificate in a Retained
Interest Safekeeping Account by the Certificate Administrator (the Retaining Party’s interest shall be tracked in the form
of an entry in the Certificate Administrator’s trust accounting system under such Retained Interest Safekeeping Account),
for the benefit of the Holder of the related Certificate. The Certificate Administrator shall hold each Certificate evidencing
the VRR Interest in safekeeping and shall release the same only upon receipt of written direction from a holder of the VRR 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 a “Retained Interest Safekeeping Account” and into which the VRR 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


 






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Safekeeping
Account for the Retaining Party. The VRR Interest to be delivered in physical form to the Certificate Administrator shall be delivered
as set forth herein. No amounts distributable to the VRR Interest shall be remitted to the related Retained Interest Safekeeping
Account, but shall be remitted directly to the Retaining Party in accordance with written instructions provided separately by
the Retaining Party to the Certificate Administrator; provided, however, that with respect to the first Distribution Date, if
the VRR Interest is not exchanged into a Definitive Certificate by the first Record Date pursuant to Section 5.03(i), then
the Certificate Administrator shall be authorized to disburse the amounts remitted by DTC into the Retained Interest Safekeeping
Account on the first Distribution Date to the Retaining Party as distributions to the Retaining Party and such amounts shall be
disbursed pursuant to the written instructions provided by the Retaining Party to the Certificate Administrator. Under no circumstances
by virtue of safekeeping the VRR Interest shall the Certificate Administrator be obligated to bring legal action or institute
proceedings against any person on behalf of the Retaining Party. During the Transfer Restriction Period and for such longer time
as the Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificate representing the VRR Interest
at the below location, or any other location; provided the Certificate Administrator has given notice to the Retaining
Party of such new location:


 


Wells
Fargo Bank NA

Attn: Security Control and Transfer (SCAT) - MAC N9345-010

425 E Hennepin Avenue

Minneapolis, MN 55414


 


The
Certificate Administrator shall make available to the Retaining Party its account information as mutually agreed upon by the Certificate
Administrator and the Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any
transfer of a VRR Interest shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator
is hereby directed by the Depositor to enter into an agreement relating to the Retained Interest Safekeeping Accounts to facilitate
the initial settlement and sale of the VRR Interest on the Closing Date.


 


Section
5.03      Registration of Transfer and Exchange of Certificates. (a) The Certificate Administrator
shall keep or cause to be kept at the Corporate Trust Office books (the “Certificate Register”) in which, subject
to such reasonable regulations as it may prescribe, the Certificate Administrator shall provide for the registration of Certificates
and of transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity, being the
“Certificate Registrar”). In such capacities, the Certificate Administrator shall be responsible for, among
other things, (i) maintaining the Certificate Register and a record of the aggregate holdings of Certificates of each Class of
Non-Registered Certificates represented by a Temporary Regulation S Book-Entry Certificate, a Regulation S Book-Entry Certificate
and a Rule 144A Book-Entry Certificate and accepting Certificates for exchange and registration of transfer, (ii) holding the
VRR Interest as Definitive Certificates on behalf of each Holder of such Class and providing notice to the Retaining Sponsor of
any attempts to transfer any VRR Interest, (iii) holding the HRR Certificates as Definitive Certificates on behalf of the Holder
of the HRR Certificates and (iv) transmitting to the Depositor, the Master Servicer and the Special Servicer any notices from
the Certificateholders. No fee or service charge shall be imposed by


 






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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 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


 






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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 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


 






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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
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.


 






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(g)       Non-Book
Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than (a) a Class R Certificate,
(b) a Class Z Certificate or (c) an HRR Certificate or any Certificate evidencing the VRR Interest during the Transfer Restriction
Period) wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Book-Entry Certificate
of the same Class, or to transfer all or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery
thereof in the form of an interest in a Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear
or Clearstream, if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an
equivalent beneficial interest in the appropriate Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar,
as registrar, at its office designated in Section 5.07, of (1) such Non-Book Entry Certificate, duly endorsed as provided
herein, (2) instructions from such holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited,
a beneficial interest in the applicable Book-Entry Certificate equal to the portion of the Certificate Balance of the Non-Book
Entry Certificate to be exchanged, such instructions to contain information regarding the participant account with the Depository
to be credited with such increase and (3) a certificate in the form of Exhibit M hereto (in the event that the applicable
Book-Entry Certificate is the Temporary Regulation S Book-Entry Certificate), in the form of Exhibit N hereto (in the event
that the applicable Book-Entry Certificate is the Regulation S Book-Entry Certificate) or in the form of Exhibit O hereto
(in the event that the applicable Book-Entry Certificate is the Rule 144A Book-Entry Certificate), then the Certificate Registrar,
as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate, shall, if applicable, execute,
authenticate and deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Balance of the
portion retained by such transferor and shall instruct the Depository to increase, or cause to be increased, such Book-Entry Certificate
by the aggregate Certificate Balance of the portion of the Non-Book Entry 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(c) and Section 5.02(d), and subject to the issuance and transfer of the VRR Interest in accordance
with Section 5.03(i), no Non-Book Entry Certificate shall be issued to a transferee of an interest in any Rule 144A Book-Entry
Certificate, Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate or to a transferee of a Non-Book
Entry Certificate (or any portion thereof).


 


(i)       Transfers
of VRR Interest. At all times, if a Transfer of all or a portion of the VRR 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 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






 






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and
the Depositor with a medallion stamp guarantee of the Retaining Sponsor. Upon receipt of the foregoing certifications, the
Certificate Registrar shall, subject to Section 5.02(e) and Section 5.03(a), reflect all or any such portion of
the VRR Interest in the name of the prospective Transferee. For the avoidance of doubt, other than at initial issuance, in no
event shall an VRR Interest be held as a Book-Entry Certificate during the Transfer Restriction Period; provided that,
each Certificate representing the VRR 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 VRR 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 VRR Interest in safekeeping pursuant to Section 5.02(e). Any
attempted or purported transfer in violation of this Section 5.03(i) shall be null and void ab initio and shall
vest no rights in any purported transferee and shall not relieve the transferor of any obligations with respect to the
applicable Certificates.


 


(j)        Other
Exchanges. In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates may be
exchanged only in accordance with such procedures as are substantially consistent with the provisions of subsections (c)
through (f) above (including the certification requirements intended to ensure that such transfers comply with Rule 144A
or Regulation S under the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate
Registrar.


 


(k)       Restricted
Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, transfers of interests
in the Temporary Regulation S Book-Entry Certificate to U.S. persons (as defined in Regulation S) shall be limited to transfers
made pursuant to the provisions of subsection (e) above.


 


(l)        If
Non-Registered Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive legend
relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered Certificates
so issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered
to the Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor
the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule
144A or Regulation S under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate
and deliver Certificates that do not bear such legend.


 


(m)      All
Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Certificate
Registrar in accordance with the Certificate Registrar’s customary procedures.


 


(n)       With
respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial transfer
to the Initial Purchasers or with respect to the VRR Interest, NREC acting as a Retaining Party) of any such Certificate shall
be made unless the Trustee and Certificate Administrator shall have received either (i) a representation letter from the proposed
purchaser or transferee of such Certificate substantially in the form of Exhibit F-1 attached hereto, to the effect that
such proposed purchaser or transferee is not and


 






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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, the Asset Representations
Reviewer or the Trust. Each Certificate Owner of an ERISA Restricted Certificate shall be deemed to represent that it is not
and will not become a Person specified in clauses (i)(A) or (i)(B) above. Any transfer, sale, pledge or other
disposition of any ERISA Restricted Certificates that would constitute or result in a prohibited transaction under ERISA,
Section 4975 of the Code or any Similar Law, or would otherwise violate the provisions of this Section 5.03(n) shall
be deemed absolutely null and void ab initio, to the extent permitted under applicable law.


 


In
addition, each beneficial owner of a Certificate or any interest therein that is a Plan subject to Title I of ERISA or Section
4975 of the Code (an “ERISA Plan”), including any fiduciary purchasing Certificates on behalf of an ERISA Plan
(“Plan Fiduciary”), will be deemed to have represented by its acquisition of such Certificates that:


 


(1)
none of the Depositor, the Underwriters, the Initial Purchasers, the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer or any of their respective affiliated entities (the “Transaction Parties”),
has provided or will provide advice with respect to the acquisition of Certificates by the ERISA Plan, other than to the Plan
Fiduciary which is independent of the Transaction Parties, and the Plan Fiduciary


 






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either:
(a) is a bank as defined in Section 202 of the Investment Advisers Act of 1940 (the “Advisers Act”), or similar
institution that is regulated and supervised and subject to periodic examination by a State or Federal agency; (b) is an insurance
carrier which is qualified under the laws of more than one state to perform the services of managing, acquiring or disposing of
assets of an ERISA Plan; (c) is an investment adviser registered under the Advisers Act, or, if not registered an as investment
adviser under the Advisers Act by reason of paragraph (1) of Section 203A of the Advisers Act, is registered as an investment
adviser under the laws of the state in which it maintains its principal office and place of business; (d) is a broker-dealer registered
under the Securities Exchange Act of 1934, as amended; or (e) has, and at all times that the ERISA Plan is invested in the Certificates
will have, total assets of at least U.S. $50,000,000 under its management or control (provided that this clause (e) shall not
be satisfied if the Plan Fiduciary is either (i) the owner or a relative of the owner of an investing individual retirement account
or (ii) a participant or beneficiary of the ERISA Plan investing in the Certificates in such capacity);


 


(2)
the Plan Fiduciary is capable of evaluating investment risks independently, both in general and with respect to particular transactions
and investment strategies, including the acquisition by the ERISA Plan of Certificates;


 


(3)
the Plan Fiduciary is a “fiduciary” with respect to the ERISA Plan within the meaning of Section 3(21) of ERISA, Section
4975 of the Code, or both, and is responsible for exercising independent judgment in evaluating the ERISA Plan’s acquisition
of the Certificates;


 


(4)
none of the Transaction Parties has exercised any authority to cause the ERISA Plan to invest in the Certificates or to negotiate
the terms of the ERISA Plan’s investment in the Certificates or received a fee or other compensation from the ERISA Plan
or Plan Fiduciary for the provision of investment advice in connection with the acquisition by the ERISA Plan of the Certificates;
and


 


(5)
the Plan Fiduciary has been informed by the Transaction Parties: (a) that none of the Transaction Parties is undertaking to provide
impartial investment advice or to give advice in a fiduciary capacity, and that no such entity has given investment advice or
otherwise made a recommendation, in connection with the ERISA Plan’s acquisition of the Certificates; and (b) of the existence
and nature of the Transaction Parties financial interests in the ERISA Plan’s acquisition of the Certificates.


 


The
above representations are intended to comply with the Department of Labor’s Reg. Sections 29 C.F.R. 2510.3-21(a) and (c)(1)
as promulgated on April 8, 2016 (81 Fed. Reg. 20,997). If these regulations are revoked, repealed or no longer effective, these
representations shall be deemed to be no longer in effect.


 


(o)       No
Class V1-Z, Class V2-Z, Class R or Class Z Certificate may be purchased by or transferred to any prospective purchaser or transferee
that is or will be a Plan, or any person acting on behalf of a Plan or using the assets of a Plan (including an entity whose underlying
assets include Plan assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation
§ 2510.3-101, as modified by Section 3(42) of ERISA) to purchase such Class V1-Z, Class V2-Z, Class R or Class Z Certificate.
Each


 






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prospective
transferee of a Class V1-Z, Class V2-Z, Class R or Class Z Certificate shall deliver to the transferor and the Certificate Administrator
a representation letter, substantially in the form of Exhibit F-2, stating that the prospective transferee is not a Plan
or a person acting on behalf of or using the assets of a Plan. Any attempted or purported transfer in violation of these transfer
restrictions shall be null and void ab initio and shall vest no rights in any purported transferee and shall not relieve
the transferor of any obligations with respect to the applicable Certificates.


 


Each
Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership
Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership
Interest are expressly subject to the following provisions:


 


(i)        Each
Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such
Residual Ownership Interest as 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


 






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transferee
expressly agrees to be bound by and to abide by the provisions of this Section 5.03(o) and (y) other than in connection
with the initial issuance of a Class R Certificate, require a statement from the proposed transferor substantially in the form
attached as Exhibit D-2 (the “Transferor Letter”), that the proposed transferor has no actual knowledge
that the proposed transferee is not a Permitted Transferee and has no actual knowledge or reason to know that the proposed transferee’s
statements in its Transferee Affidavit are false.


 


(iii)       Notwithstanding
the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible Officer of the
Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such proposed
transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided,
however, that the Certificate Registrar shall not be required to conduct any independent investigation to determine whether
a proposed transferee is a Permitted Transferee. Upon notice to the Certificate Registrar 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)       At
all times, if a transfer of the HRR Certificates is to be made, then the Certificate Registrar shall refuse to register such transfer
unless it receives (and, upon receipt, may conclusively rely upon) (i) a certification from such Certificateholder’s prospective
transferee substantially in the form attached hereto as Exhibit D-5, which such certification must be countersigned by
the Retaining Sponsor (which shall not be unreasonably withheld, delayed or conditioned) with a medallion stamp guarantee of the
Retaining Sponsor and (ii) a certification from the Certificateholder desiring to effect such transfer substantially in the form
attached hereto as Exhibit D-6, which such certification must be countersigned by the Retaining Sponsor (which shall not
be unreasonably withheld, delayed or conditioned) with a medallion stamp guarantee of the Retaining Sponsor. Upon receipt of the
foregoing certifications, the Certificate Registrar shall, subject to Section 5.01(c) and Section 5.03, reflect
the HRR Certificates in the name of the prospective transferee. For the avoidance of doubt, in no event shall the HRR Certificates
be held as a Global Certificate during the Transfer Restriction Period.


 






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(r)       Notwithstanding
any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding requirements respecting
payments to Certificateholders and other payees of interest or original issue discount that the Certificate Administrator reasonably
believes are applicable under the Code. The consent of Certificateholders or payees shall not be required for such withholding,
and the Certificateholders shall be required to provide the Certificate Administrator with such forms and other such information
reasonably required by the Certificate Administrator. If the Certificate Administrator does withhold any amount from interest
or original issue discount payments or advances thereof to any Certificateholder or payee pursuant to federal withholding requirements,
the Certificate Administrator shall indicate the amount withheld to such Person. Such amounts shall be deemed to have been distributed
to such Persons for all purposes of this Agreement.





(s)       Each
Certificate Owner of a Non-Registered Certificate shall be deemed to have represented and agreed as follows:


(i)       Such
Certificate Owner (A)(i) is a Qualified Institutional Buyer, (ii) is acquiring such Non-Registered Certificate for its own account
or for the account of another Qualified Institutional Buyer, as the case may be, and (iii) is aware that the sale of the Non-Registered
Certificates to it is being made in reliance on Rule 144A, (B)(i)(except with respect to the Class R Certificates) is an Institutional
Accredited Investor that is not a Qualified Institutional Buyer and that is purchasing such Non-Registered Certificate for its
own account or for the account of another Institutional Accredited Investor, and (ii) is not acquiring such Non-Registered Certificate
with a view to any resale or distribution of such Non-Registered Certificate other than in accordance with the restrictions set
forth in this Section 5.03(s), or (C) (except with respect to the Class R Certificates) is an institution that
is not a United States Securities Person, and is purchasing such Non-Registered Certificate in an Offshore Transaction.


(ii)       Such
Certificate Owner understands that the Non-Registered Certificates have not been and will not be registered or qualified under
the Securities Act or any state or foreign securities laws and may not be reoffered, resold, pledged or otherwise transferred except
(A) to a person whom the purchaser reasonably believes is a Qualified Institutional Buyer in a transaction meeting the requirements
of Rule 144A, (B) (except with respect to the Class R Certificates) to an institution that is a non-United States Securities
Person in an Offshore Transaction in accordance with Rule 903 or 904 of Regulation S, or (C) (except with respect to the Class R
Certificates) to an Institutional Accredited Investor that is not a Qualified Institutional Buyer, and in each case, in accordance
with any applicable federal securities laws and any applicable securities laws of any state of the United States or any other jurisdiction.


(iii)       Such
Certificate Owner understands that, if the purchaser of a Non-Registered Certificate is not a Qualified Institution Buyer or
a non-United States Securities Person, the Non-Registered Certificates purchased by such purchaser may not be transferred in
book-entry form and may be transferred in physical form only in compliance with the restrictions in clause (ii)(C)
above and no such transfer of the Non-Registered Certificates owned by such Certificate Owner will be permitted unless the
purchaser provides  the Certificate Registrar an Investment Representation Letter substantially in the form of Exhibit C
certifying that the transfer complies with such restrictions, as described in this Section 5.03(s).


(iv)       Such
Certificate Owner is duly authorized to purchase the Non-Registered Certificates and its purchase of investments having the characteristics
of the Non-Registered Certificate is authorized under, and not directly or indirectly in contravention of, any law, rule, regulation,
charter, trust instrument or other operative document, investment guidelines or list of permissible or impermissible investments
that is applicable to such Certificate Owner.


 


Section
5.04     Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate
and (b) there is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it harmless,
then, in the absence of actual notice to the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser,
the Certificate Registrar shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Certificate, a new Certificate of like tenor and interest in the Trust. In connection with the issuance of any
new Certificate under this Section 5.04, the Certificate Registrar may require the payment of a sum sufficient to cover
any expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate issued
pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


 


Section
5.05     Persons Deemed Owners. The Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the
Operating Advisor, the Asset Representations Reviewer and the Certificate Registrar, and any agent of any of them, may treat the
Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions
as provided in this Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the
Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Certificate Registrar,
nor any agent of any of them shall be affected by any notice to the contrary; provided, however, that to the extent
that a party to this Agreement responsible for distributing any report, statement or other information required to be distributed
to Certificateholders has been provided an Investor Certification, such party to this Agreement shall distribute such report,
statement or other information to such beneficial owner (or prospective transferee).


 


Section
5.06      Access to List of Certificateholders’ Names and Addresses; Special Notices. The Certificate Registrar shall
maintain in as current form as is reasonably practicable the most recent list available to it of the names and addresses of the
Certificateholders. If any Certificateholder that has provided an Investor Certification (a) requests in writing from the Certificate
Registrar a list of the names and addresses of Certificateholders, (b) states that such Certificateholder desires to communicate
with other Certificateholders with respect to its rights under this Agreement or under the Certificates and


 






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(c)
provides a copy of the communication which Certificateholder proposes to transmit, then the Certificate Registrar shall, within
ten (10) Business Days after the receipt of such request, afford such Certificateholder (at such Certificateholder’s sole
cost and expense) access during normal business hours to a current list of the Certificateholders as of the most recent Record
Date as they appear in the Certificate Register. Every Certificateholder, by receiving and holding a Certificate, agrees that
the Certificate Registrar shall not be held accountable by reason of the disclosure of any such information as to the list of
the Certificateholders hereunder, regardless of the source from which information was derived. The Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the Depositor shall be entitled to a list of the
names and addresses of Certificateholders from time to time upon request therefor.


 


The
Certificate Administrator shall include in any Form 10-D any written request received in accordance with Section 11.04(a)
prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date preceding such Distribution
Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate Owners related
to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement. Any Form 10-D containing
such disclosure (a “Special Notice”) regarding the request to communicate shall include the following and no
more than the following: (a) the name of the Certificateholder or Certificate Owner making the request, (b) the date the request
was received, (c) a statement to the effect that the Certificate Administrator has received such request, stating that such Certificateholder
or Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible
exercise of rights under this Agreement, and (d) a description of the method other Certificateholders or Certificate Owners may
use to contact the requesting Certificateholder or Certificate Owner.


 


In
verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if the
Certificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate Administrator
shall not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record with
respect to any Certificate, the Certificate Administrator shall require no more than (x) a written certification from such Certificateholder
or Certificate Owner that it is the beneficial owner of a Certificate, (y) the name of the transaction, 2017-CX9, and (z) one
of the following documents confirming ownership of such Certificate: a trade confirmation, an account statement, a letter from
a broker-dealer or another document acceptable to the Certificate Administrator that is similar to any of the foregoing documents).
The Certificate Administrator shall not have any obligation to verify the information provided by any Certificateholder or Certificate
Owner in any request to communicate and may rely on such information conclusively. Additionally, any expenses the Certificate
Administrator incurs in connection with any request to communicate will be paid by the Trust.


 


Section
5.07     Maintenance of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained
an office or offices or agency or agencies where Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Certificate Registrar in respect of the Certificates and this Agreement may be served.
The Certificate Registrar initially designates its office at 600 South, 4th Street, 7th Floor, MAC N9300-070, Minneapolis, Minnesota
55479 as its office for such purposes. The Certificate


 






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Registrar
shall give prompt written notice to the Certificateholders and the Mortgagors of any change in the location of the Certificate
Register or any such office or agency.


 


Section
5.08      Appointment of Certificate Administrator. (a) Wells Fargo Bank, National Association
is hereby initially appointed Certificate Administrator in accordance with the terms of this Agreement. If the Certificate Administrator
resigns or is terminated, the Trustee shall appoint a successor certificate administrator which may be the Trustee or an Affiliate
thereof to fulfill the obligations of the Certificate Administrator hereunder which must satisfy the eligibility requirements
set forth in Section 8.06.


 


(b)       The
Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s
Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent,
order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented
by the proper party or parties.


 


(c)       The
Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses of the
REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and the advice of
such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken
or suffered or omitted by it hereunder in good faith and in accordance therewith.


 


(d)       The
Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


 


(e)       The
Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or
by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys shall not
relieve the Certificate Administrator of its duties or obligations hereunder.


 


(f)       The
Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicer, the Special Servicer
or the Depositor.


 


Section
5.09      Exchanges of Exchangeable Groups of Certificates.


 


(a)       The
Grantor Trust shall be maintained by the Certificate Administrator, on behalf of the Trustee, in part for the benefit of the Holders
of the Certificates (other than the Class R Certificates). The assets of the Grantor Trust held for the benefit of the Holders
of the Certificates (other than the Class R Certificates) shall consist of the Regular Interests. The Regular Interests shall
be held by the Certificate Administrator for the benefit of the Trustee. At all times, each Regular Certificate shall represent
beneficial ownership interests in the related Class Percentage Interest of the related Regular Interest, in each case, with the
corresponding alphabetical and numerical designation. At all times, the Class V1-A Certificates shall represent beneficial ownership
interests in the Class V1-A Percentage Interest of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class
X-A and Class A-S Regular Interests. At all times, the Class V1-B Certificates shall represent beneficial ownership interests
in the Class V1-


 






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B
Percentage Interest of the Class X-B, Class B Regular Interests and the Class C Regular Interests. At all times, the Class V1-D
Certificates shall represent beneficial ownership interests in the Class V1-D Percentage Interest of the Class D Regular Interests.
At all times, the Class V1-E Certificates shall represent beneficial ownership interests in the Class V1-E Percentage Interest
of the Class X-E and Class E Regular Interests. At all times, the Class V1-F Certificates shall represent beneficial ownership
interests in the Class V1-F Percentage Interest of the Class F and Class NR Regular Interests. At all times, the Class V1-Z Certificates
shall represent beneficial ownership interests in the Class V1-Z Percentage Interest of the Class Z Certificates. At all times,
the Class V2-A Certificates shall represent beneficial ownership interests in the Class V2-A Percentage Interest of the Regular
Interests. At all times, the Class V2-Z Certificates shall represent beneficial ownership interests in the Class V2-Z Percentage
Interest of the Class Z Certificates.


 


(b)       On
the Closing Date, the Grantor Trust shall issue the several Classes of Certificates (other than the Class R Certificates). Each
Class of Certificates (other than the Class R Certificates) shall be initially issued (or, in the case of the Regular Certificates
and Class Z Certificates that initially evidence the VRR 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.


 


(c)       Following
the Closing Date and subject to the conditions set forth in Section 5.09(d), if a Certificateholder holds a uniform Tranche
Percentage Interest in an Exchangeable Group of Certificates, then such Exchangeable Group of Certificates shall be issued in
the form of Definitive Certificates for the same Tranche Percentage Interest in any other Exchangeable Group of Certificates as
the Certificates to be surrendered. The Certificate(s) identified in the table below under “Exchangeable Group 1”,
“Exchangeable Group 2” and “Exchangeable Group 3” are each an “Exchangeable Group”
of Certificates.


 




	Exchangeable
                                         Groups  

	Exchangeable
                                         Group 1  
	Exchangeable
                                         Group 2  
	Exchangeable
                                         Group 3  

	Class
    A-1	Class
    V1-A	Class
    V2-A
	Class
    A-2
	Class
    A-SB
	Class
    A-3
	Class
    A-4
	Class
    A-5
	Class
    X-A
	Class
    A-S
	Class
    X-B	Class
    V1-B
	Class
    B
	Class
    C
	Class
    D	Class
    V1-D
	Class
    X-E	 
	Class
    E	Class
    V1-E 





 



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	Exchangeable
                                         Groups  

	Exchangeable
                                         Group 1  
	Exchangeable
                                         Group 2  
	Exchangeable
                                         Group 3  

	 	 	 
	Class
    F	Class
    V1-F	 
	Class
    NR	 
	Class
    Z	Class
    V1-Z	Class
    V2-Z





 


 


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-D, Class V1-E, Class
V1-F and Class V1-Z Certificates (collectively referred to in the table above as “Exchangeable Group 2”) or
(ii) the Class V2-A and Class V2-Z Certificates (referred to in the table above as “Exchangeable Group 3”).


 


(d)       An
exchange of an Exchangeable Group 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).


 


(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 


 



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Certificate
Registrar or the Certificate Administrator, as applicable, shall approve the instructions at the Depository and make appropriate
notations on the Global Certificate for each related Class of Certificates to reflect such reductions and increases. Any transfer
of a Certificate evidencing the VRR Interest to (i) a Plan subject to ERISA or Section 4975 of the Code relying on Prohibited
Transaction Exemption 89-90 or (ii) an insurance company general account relying on Sections I and III of PTCE 95-60 shall be
effected through Credit Suisse Securities (USA) LLC or Natixis Securities Americas LLC.


 


(g)       For
all exchanges other than any exchange effectuated by the Depositor pursuant to Section 5.09(d), in order to effect an exchange
of an Exchangeable Group of Certificates, the Certificateholder shall notify the Certificate Administrator in writing or by e-mail
at cts.cmbs.bond.admin@wellsfargo.com (with a subject line referencing “CSAIL 2017-CX9” and setting forth the proposed
Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”).
The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange notice must (i)
be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth
the following information: the CUSIP Number of each Certificate to be exchanged and each Certificate to be received; the original
and outstanding Certificate Balance or Notional Amount, as applicable, of the Certificates to be exchanged and the original and
outstanding Certificate Balance or Notional Amount, as applicable, of the Certificates to be received; the Certificateholder’s
Depository participant number, if applicable; and the proposed Exchange Date. The Certificateholder and the Certificate Registrar
shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange of the applicable Certificates
that are Global Certificates. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange
Date. Global Certificates shall be exchangeable on the books of the Depository for the corresponding Global Certificates on and
after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit TT.


 


(h)       The
Certificate Administrator shall make the first distribution on a Certificate received by a Certificateholder in any exchange on
the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record
Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such
month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so
made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither
the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability of the applicable Certificates
in the market to accomplish any exchange.


 


Section
5.10      Voting Procedures. With respect to any matters submitted to Certificateholders for a
vote, the Certificate Administrator shall administer such vote through the Depository with respect to Book-Entry Certificates
and directly with registered Holders by mail with respect to Definitive Certificates. In each case, such vote shall be administered
in accordance with the following procedures, unless different procedures are otherwise described herein with respect to a specific
vote:


 


(a)       Any
matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator. Such
notice shall include the record date


 






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determined
by the Certificate Administrator for purposes of the vote and a voting deadline which shall be no less than thirty (30) days and
no later than sixty (60) days after the date such notice is distributed. The notice and related ballot shall be sent to Holders
of Book-Entry Certificates through the Depository and by mail to the registered Holders of Definitive Certificates. In addition,
the notice and related ballot shall be posted to the Certificate Administrator’s Website. Notices delivered in this manner
shall be considered delivered to all Holders regardless of whether any Holder actually receives the notice and ballot.


 


(b)       In
connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings in
the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate
Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding
Certificate Balance or Notional Amount greater than zero as of the record date of the vote shall be permitted to vote. Once a
Holder has cast its vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions shall
be communicated by the Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has
passed, votes may not be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient
portion of the Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote
without taking into consideration the votes cast by any other Holder. Transferees or purchasers of any Class of Certificates are
subject to and shall be bound by all votes of Holders initiated or conducted prior to its acquisition of such Certificate.


 


(c)       The
Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate Administrator
shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline. Illegible
or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall not be
counted. Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results of
the vote. Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the proposition
and the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders.
The notice shall be distributed in accordance with the methods described in Section 5.10(a) above. The Certificate Administrator
shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds with the
date such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent manifest
error, re-tabulate the votes or conduct a new vote for the same proposition.


 


(d)       Any
and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall be borne
by the Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or answer
questions other than process-related questions regarding the administration of the vote.


 


(e)       If
any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration of the
Trust that is not specifically


 






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contemplated
herein, such party may request the Certificate Administrator to conduct a vote and the Certificate Administrator will conduct
the requested vote in accordance with these procedures. Unless specifically provided herein, all such votes require a majority
of Certificateholders to carry a proposition.


 


[End
of ARTICLE V]


 


Article
VI



THE DEPOSITOR, THE MASTER SERVICER, THE Special Servicer, the Operating Advisor, the asset representations reviewer, THE DIRECTING
Holder and the risk retention consultation party


 


Section
6.01     Representations, Warranties and Covenants of the Master Servicer, Special Servicer, the Operating
Advisor and the Asset Representations Reviewer. (a) The Master Servicer hereby represents, warrants and covenants to the Trustee,
for its own benefit and the benefit of the Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate
Administrator, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)       The
Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)       The
execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement
by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents, (B) constitute a default (or
an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or which is applicable to it or any of its assets or (C) violate
any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations
under this Agreement or its financial condition;


 


(iii)      The
Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)      This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and (B) general


 






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principles
of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)       The
Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to
perform its obligations under this Agreement or the financial condition of the Master Servicer;


 


(vi)      No
litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer which would
prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment,
is likely to materially and adversely affect the ability of the Master Servicer to perform its obligations under this Agreement;


 


(vii)     The
Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07;


 


(viii)    No
consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is
required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance by the
Master Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby, other
than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have been obtained,
made or given prior to the actual performance by the Master Servicer of its obligations under this Agreement or (B) where the
lack of such consent, approval, authorization, order, qualification, registration, filing or notice would not have a material
adverse effect on the performance by the Master Servicer under this Agreement; and


 


(ix)      To
the actual knowledge of the Master Servicer, Master Servicer is not Risk Retention Affiliated with the Third Party Purchaser.


 


(b)       The
Special Servicer hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer, the Asset Representations
Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)       The
Special Servicer is a limited liability company duly organized, validly existing and in good standing under the laws of the State
of Delaware, the Special Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to the
extent necessary to perform its obligations under this Agreement;


 


(ii)       The
execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement
by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents, (B) constitute a default


 






    -383-


     


    

 


(or
an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate
any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations
under this Agreement or its financial condition;


 


(iii)       The
Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)      This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in
equity or at law;


 


(v)       The
Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to
perform its obligations under this Agreement or the financial condition of the Special Servicer;


 


(vi)      No
litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer, which
would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform its obligations under this
Agreement;


 


(vii)     The
Special Servicer has errors and omissions coverage which is in full force and effect or is self-insuring with respect to such
risks, which in either case complies with the requirements of Section 3.07; and


 


(viii)    No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement
or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its
obligations under this Agreement, or which, if not obtained would not have a


 






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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 Delaware, and the Operating Advisor is in compliance with the laws of each State in which any Mortgaged Property is located
to the extent necessary to perform its obligations under this Agreement;


 


(ii)       The
execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this Agreement
by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents, (B) constitute a default
(or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any
material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C)
violate any law, rule, regulation, order, judgment or decree to which the Operating Advisor or its property is subject, which,
in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Operating Advisor to
perform its obligations under this Agreement or its financial condition;


 


(iii)       The
Operating Advisor has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)       This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject to
(A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in
equity or at law;


 


(v)       The
Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any
order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Operating
Advisor’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Operating
Advisor to perform its obligations under this Agreement or the financial condition of the Operating Advisor;


 






    -385-


     


    

 


(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(f) hereof;


 


(vii)     No
litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor, which
would prohibit the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations under this
Agreement;


 


(viii)    No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Operating Advisor of, or compliance by the Operating Advisor with, this Agreement
or the consummation of the transactions of the Operating Advisor contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Operating Advisor of
its obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the
Operating Advisor to perform its obligations hereunder;


 


(ix)      The
Operating Advisor possesses sufficient financial strength to fulfill its duties and responsibilities pursuant to this Agreement
over the life of the Trust Fund; and


 


(x)       The
Operating Advisor is an Eligible Operating Advisor.


 


(d)       The
Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders,
and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator, as of the Closing Date, that:


 


(i)       The
Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing under the
laws of the State of Delaware, 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;


 






    -386-


     


    

 


(iii)      The
Asset Representations Reviewer has the full power and authority to enter into and consummate all transactions to be performed
by it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement;


 


(iv)      This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting
the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law;


 


(v)       The
Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter,
or any order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the
Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect either
the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or the financial condition of
the Asset Representations Reviewer;


 


(vi)      No
litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the Asset Representations
Reviewer, which would prohibit the Asset Representations Reviewer from entering into this Agreement or, in the Asset Representations
Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Asset Representations
Reviewer to perform its obligations under this Agreement;


 


(vii)     The
Asset Representations Reviewer has errors and omissions coverage which is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07(f) hereof;


 


(viii)    No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations Reviewer
with, this Agreement or the consummation of the transactions 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.


 






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(e)              The representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery of this
Agreement. Upon receipt written notice or actual knowledge of any party to this Agreement (or upon written notice thereof from
any Certificateholder or any Companion Holder) of a breach of any of the representations and warranties set forth in this Section 6.01
which materially and adversely affects the interests of any party to this Agreement, the Certificateholders, the party with
such actual knowledge or that has received written notice of such breach shall give prompt written notice (to the extent such
notice has not already been given) to the other parties hereto, each certifying Certificateholder, and, prior to the occurrence
and continuance of a Control Termination Event, the Directing Holder.


 


Section 6.02       
Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations
Reviewer. The Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer
shall be liable in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken
by, and no implied duties or obligations may be asserted against, the Depositor, the Master Servicer, the Operating Advisor, the
Special Servicer and the Asset Representations Reviewer herein.


 


Section 6.03       
Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the
Asset Representations Reviewer. (a)  Subject to subsection (b)
below, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer
each will keep in full effect its existence, rights and franchises as an entity under the laws of the jurisdiction of its incorporation
or organization, and each will obtain and preserve its qualification to do business as a foreign entity in each jurisdiction in
which qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or
any of the Mortgage Loans or Companion Loans and to perform its respective duties under this Agreement.


 


(b)            
The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer each may
be merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be limited to
all or substantially all of its assets related to commercial mortgage loan servicing or commercial mortgage surveillance, as the
case may be) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer shall be a party, or any Person succeeding
to the business of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations
Reviewer, shall be the successor of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset
Representations Reviewer (such Person, in the case of the Master Servicer or the Special Servicer, in each of the foregoing cases,
the “Surviving Entity”), as the case may be, hereunder, without the execution or filing of any paper (other
than an assumption agreement wherein the successor shall agree to perform the obligations of and serve as the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer, as the case may be, in accordance
with the terms of this Agreement) or any further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that with respect to such merger, consolidation or succession, Rating Agency
Confirmation is


 






    -388-


     


    

 


received
from each Rating Agency with respect to the Classes of Certificates and, with respect to any class of Serviced Companion Loan
Securities, a confirmation is received from each applicable rating agency that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates as described
in Section 3.25); provided, further, that if the Master Servicer, the Special Servicer, the Operating
Advisor or the Asset Representations Reviewer enters into a merger and the Master Servicer, the Special Servicer, the Operating
Advisor or the Asset Representations Reviewer, as applicable, is the Surviving Entity under applicable law, the Master Servicer,
the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, shall not, as a result of the
merger, be required to provide a Rating Agency Confirmation with respect to ratings of the Classes of Certificates or, with respect
to any class of Serviced Companion Loan Securities, a confirmation of the rating agencies that such action will not result in
the downgrade, withdrawal or qualification of its then-current ratings; provided, further, that for so long as the
Trust, and, with respect to any Companion Loan included as part of the trust in a related Other Securitization, is subject to
the reporting requirements of the Exchange Act, if the Master Servicer, the Special Servicer, the Operating Advisor or the Asset
Representations Reviewer notifies the Depositor in writing (a “Merger Notice”) of any such merger, consolidation,
conversion or other change in form, and the Depositor or the depositor in such Other Securitization, as the case may be, notifies
the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, in writing
that the Depositor or the depositor in such Other Securitization, as the case may be, has discovered that such successor entity
has not complied with its Exchange Act reporting obligations under any other commercial mortgage loan securitization (and specifically
identifying the instance of noncompliance), then it shall be an additional condition to such succession that the Depositor or
the depositor in such Other Securitization, as the case may be, shall have consented (which consent shall not be unreasonably
withheld or delayed) to such successor entity. Notwithstanding the foregoing, no Master Servicer, Special Servicer or Operating
Advisor may remain the Master Servicer, the Special Servicer or Operating Advisor, as applicable, under this Agreement after (x) being
merged or consolidated with or into any Person that is a Prohibited Party, or (y) transferring all or substantially all of its
assets to any Person if such Person is a Prohibited Party, except to the extent (i) the Master Servicer, the Special Servicer
or Operating Advisor, as applicable, is the Surviving Entity of such merger, consolidation or transfer and has been and continues
to be in compliance with its Regulation AB reporting obligations hereunder or (ii) the Depositor consents to such merger,
consolidation or transfer, which consent shall not be unreasonably withheld. If, within sixty (60) days following the date of
delivery of the Merger Notice to the Depositor or the depositor in such Other Securitization, as the case may be, the Depositor
or depositor in such Other Securitization, as the case may be, shall have failed to notify the Master Servicer or the Special
Servicer, as applicable, in writing of the Depositor’s determination, or depositor’s determination, in the case of
an Other Securitization, to grant or withhold such consent, such failure shall be deemed to constitute a grant of such consent.
If the conditions to the provisions in the second preceding sentence are not met, the Trustee may terminate, and if the conditions
set forth in the third proviso of the third preceding sentence are not met the Trustee shall terminate, the applicable Surviving
Entity’s servicing of the Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Section 7.01.


 



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Section 6.04       
Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer and Others. (a)  None of the Depositor, the Master
Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer or any of the partners, directors, officers, shareholders, members, managers, employees or agents of any of the foregoing
shall be under any liability to the Trust, the Certificateholders or the Companion Holders for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however,
that (i) this provision shall not protect the Depositor, the Master Servicer (including in its capacity as Companion Paying
Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any such Person against any breach
of warranties or representations made by it herein or any liability which would otherwise be imposed by reason of willful misconduct,
bad faith or negligence in the performance of such party’s obligations or duties or by reason of negligent disregard of
such party’s obligations and duties hereunder. The Depositor, the Master Servicer (including in its capacity as Companion
Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and any partner, director, officer,
shareholder, member, manager, employee or agent of the Depositor, the Master Servicer (including in its capacity as Companion
Paying Agent), the Special Servicer, the Operating Advisor or the Asset Representations Reviewer may rely on any document of any
kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The
Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Asset Representations
Reviewer and the Operating Advisor and any partner, director, officer, shareholder, member, manager, employee or agent of any
of the foregoing shall be indemnified and held harmless by the Trust against any and all claims, losses, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection
with, or related to, this Agreement, the Mortgage Loans, the Companion Loans or the Certificates, 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


 






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Operating
Advisor to be genuine and to have been signed or presented by the proper party or parties and each of them may consult with counsel,
in which case any written advice of counsel or Opinion of Counsel shall be full and complete authorization and protection with
respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion
of Counsel.


 


(b)             None of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating
Advisor and the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any legal or administrative
action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its respective duties under
this Agreement or which in its opinion may involve it in any expense or liability not recoverable from the Trust; provided,
however, that each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations
Reviewer may in its discretion undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable
in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders (and,
in the case of any Serviced Whole Loan, the rights of the Certificateholders and the holders of a Serviced Companion Loan (as
a collective whole) taking into account the subordinate or pari passu nature of such Serviced Companion Loan); provided,
however, that if a Serviced Whole Loan and/or the holder of any related Companion Loan are involved, such expenses, costs
and liabilities will be payable out of funds related to the applicable Serviced Whole Loan in accordance with the related Intercreditor
Agreement and will also be payable out of the other funds in the Collection Account if amounts on deposit with respect to such
Serviced Whole Loan are insufficient therefor. If any such expenses, costs or liabilities relate to a Mortgage Loan or Companion
Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable, will be used to reimburse the Trust
for any amounts advanced for the payment of such expenses, costs or liabilities. In such event, the legal expenses and costs of
such action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities
of the Trust, and the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Asset Representations Reviewer and the Operating Advisor shall be entitled to be reimbursed therefor out of amounts attributable
to the Mortgage Loans or the Companion Loan on deposit in the Collection Account (including, without duplication, any subaccount
thereof), as provided by Section 3.05(a)(xii).


 


(c)            
Each of the Master Servicer and the Special Servicer, as applicable, agrees to indemnify the Depositor, the Trustee, the related
Serviced Companion Noteholder, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master
Servicer (including in its capacity as Companion Paying Agent) (in the case of the Special Servicer), the Special Servicer (in
the case of the Master Servicer) and the Trust and any partner, director, officer, shareholder, member, manager, employee or agent
thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal
fees and related costs, judgments, and any other costs, liabilities, fees and expenses (including costs of enforcement of this
indemnity) that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the
Master Servicer or the Special Servicer, as the case may be, in the performance of its obligations and duties under this Agreement
or by reason of negligent disregard by the Master Servicer or the Special Servicer, as the case may be, of its duties and obligations
hereunder or by reason of breach of


 






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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, the Operating Advisor, the Asset Representations Reviewer or the Depositor) and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against
it or them in respect of such claim. Any failure to so notify the Master Servicer or the Special Servicer, as the case may be,
shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless
the Master Servicer’s or the Special Servicer’s, as the case may be, defense of such claim is materially prejudiced
thereby.


 


(d)            
Each of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify the
Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Certificate Administrator
(in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating Advisor, the Asset Representations
Reviewer and the Trust and any partner, director, officer, shareholder, member, manager employee or agent thereof, and hold them
harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, liabilities, fees and expenses (including costs of enforcement of this indemnity) that any of
them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Trustee or the Certificate
Administrator, respectively, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard
by the Trustee or the Certificate Administrator, respectively, of its duties and obligations hereunder or by reason of breach
of any representations or warranties made herein; provided that such indemnity shall not cover indirect or consequential
damages. The Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor,
as the case may be, shall immediately notify the Trustee and the Certificate Administrator, respectively, if a claim is made by
a third party with respect to this Agreement 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


 






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them
harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, liabilities, fees and expenses (including costs of enforcement of this indemnity) that any of
them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Depositor, in the performance
of its obligations and duties under this Agreement or by reason of negligent disregard by the Depositor of its duties and obligations
hereunder or by reason of breach of any representations or warranties made herein; provided that such indemnity shall not
cover indirect or consequential damages. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the Depositor if a claim
is made by a third party with respect to this Agreement, whereupon the Depositor shall assume the defense of such claim (with
counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent) or the Special Servicer)
and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or
decree which may be entered against it or them in respect of such claim. Any failure to so notify the Depositor shall not affect
any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Depositor’s
defense of such claim is materially prejudiced thereby.


 


(f)              The Operating Advisor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer, the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust and any
partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses (including costs of enforcement of this indemnity) that any of them may sustain arising from or
as a result of any willful misconduct, bad faith or negligence of the Operating Advisor, in the performance of its obligations
and duties under this Agreement or by reason of negligent disregard by the Operating Advisor of its duties and obligations hereunder
or by reason of breach of any representations or warranties made herein; provided that such indemnity shall not cover indirect
or consequential damages. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations
Reviewer or the Depositor, as the case may be, shall immediately notify the Operating Advisor if a claim is made by a third party
with respect to this Agreement 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;


 






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provided,
however, that this provision shall not protect the Operating Advisor against any liability which would otherwise be imposed
by reason of willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations
and duties hereunder.


 


(h)             The Asset Representations Reviewer agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent),
the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and the Trust and any partner,
director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all
claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses (including costs of enforcement of this indemnity) that any of them may sustain arising from or as a result
of any willful misconduct, bad faith or negligence of the Asset Representations Reviewer, in the performance of its obligations
and duties under this Agreement or by reason of negligent disregard by the Asset Representations Reviewer of its duties and obligations
hereunder or by reason of breach of any representations or warranties made herein; provided that such indemnity shall not
cover indirect or consequential damages. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor or the Depositor, as the case may be, shall immediately notify the Asset Representations Reviewer if a claim
is made by a third party with respect to this Agreement 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


 






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Companion
Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations
Reviewer.


 


Section 6.05       
Depositor, Master Servicer and Special Servicer Not to Resign. Subject to the provisions of Section 6.03, neither
the Master Servicer nor the Special Servicer shall resign from their respective obligations and duties hereby imposed on each
of them except upon (a) determination that such party’s duties hereunder are no longer permissible under applicable
law or (b) in the case of the Master Servicer or the Special Servicer, upon the appointment of, and the acceptance of such appointment
by, a successor master servicer or special servicer, as applicable, and receipt by the Certificate Administrator and the Trustee
of Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan
Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any
Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).
Any such determination permitting the resignation of the Master Servicer or the Special Servicer pursuant to clause (a)
above shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to such effect delivered to the
Trustee and (prior to the occurrence and continuance of a Consultation Termination Event) the Directing Certificateholder. No
such resignation by the Master Servicer or the Special Servicer shall become effective until the Trustee or a successor master
servicer or successor special servicer, as applicable, shall have assumed the Master Servicer’s or the Special Servicer’s,
as applicable, responsibilities and obligations in accordance with Section 7.02 and no such resignation by the Master
Servicer or the Special Servicer shall become effective until the Certificate Administrator shall have filed any required Form
8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed with respect to any related
Companion Loan. Upon any termination (as described in Section 7.01(c)) or resignation of the Master Servicer or the
Special Servicer, pursuant to this Section 6.05, the Master Servicer or the Special Servicer, as applicable, shall
have the right and opportunity to appoint any successor master servicer or special servicer with respect to this Section 6.05;
provided that, such successor master servicer or special servicer shall not be the Asset Representations Reviewer, the
Operating Advisor or one of their respective Affiliates and (prior to the occurrence and continuance of a Control Termination
Event) such successor special servicer is approved by the Directing Holder, such approval not to be unreasonably withheld. The
resigning party shall pay all costs and expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator)
associated with a transfer of its duties pursuant to this Section 6.05. Except as provided in Section 7.01(c),
in no event shall the Master Servicer or the Special Servicer have the right to appoint any successor master servicer or special
servicer if such Master Servicer or Special Servicer, as applicable, is terminated or removed pursuant to Section 7.01.


 


Section 6.06       
Rights of the Depositor in Respect of the Master Servicer and the Special Servicer. The Depositor may, but is not obligated
to, enforce the obligations of the Master Servicer and the Special Servicer hereunder and may, but is not obligated to, perform,
or cause a designee to perform, any defaulted obligation of the Master Servicer and the Special Servicer hereunder or exercise
the rights of the Master Servicer or the Special Servicer, as 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


 






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the
Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act by the
Master Servicer or the Special Servicer and is not obligated to supervise the performance of the Trustee, the Master Servicer,
the Operating Advisor or the Special Servicer under this Agreement or otherwise.


 


Section 6.07       
The Master Servicer and the Special Servicer as Certificate Owner. The Master Servicer, the Special Servicer or any Affiliate
thereof may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate
with (except as otherwise set forth in the definition of “Certificateholder”) the same rights it would have if it
were not the Master Servicer, the Special Servicer or an Affiliate thereof.


 


Section 6.08       
The Directing Holder and the Risk Retention Consultation Party. (a)  (A)
The Directing Holder shall be entitled to advise (1) the Special Servicer with respect to all Specially Serviced Loans other
than any applicable Excluded Loan with respect to the Directing Holder or, if the Directing Holder is the Directing Certificateholder,
the Holder of the majority of the Controlling Class, (2) the Special Servicer, with respect to 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 (who will have fifteen (15) Business Days, or sixty (60) days, with respect to the determination
of an Acceptable Insurance Default, from the date that the Special Servicer receives the information from the Master Servicer,
to analyze and make a recommendation regarding any of the following actions (provided that, in the event that the Special Servicer
and the Master Servicer have mutually agreed that the Master Servicer will determine and process the request with respect to the
subject following action, if the Special Servicer does not consent, or notify the Master Servicer that it will not consent, to
any of the following actions within the required fifteen (15) Business Days or sixty (60) days, as applicable, the Special Servicer
shall be deemed to have consented to the subject following action)) and (B) the Risk Retention Consultation Party shall (other
than with respect to an Excluded Loan with respect to the Risk Retention Consultation Party or the Holder of the majority of the
VRR Interest) be entitled to consult on a strictly non-binding basis with the Special Servicer with respect to any Major Decision
in respect of a Specially Serviced Loan. For the avoidance of doubt, any consultation with the Risk Retention Consultation Party
under this Agreement shall occur only upon request of the Risk Retention Consultation Party with respect to any individual triggering
event, and any such consultation shall be on a strictly non-binding basis and shall be subject to all limitations with respect
to the procedures and timing for such consultation set forth in this Section 6.08(a). Notwithstanding anything herein
to the contrary, except as set forth in, and in any event subject to Section 6.08(b), to the second and third paragraphs
of this Section 6.08(a), the Master Servicer, shall not be permitted to take any of the following actions, including
with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan or any Excluded Loan) or any Serviced Whole Loan,
and for so long as no Control Termination Event has occurred and is continuing, the Special Servicer shall not be permitted to
take any of the following actions (and with respect to the first proviso following the Major Decisions listed below shall not
be permitted to consent to the Master Servicer’s taking any of the following actions as to which the Directing Holder has
objected in writing within ten (10) Business Days (or in the case of a determination of an Acceptable Insurance Default, twenty
(20) days)) after receipt of the written recommendation and analysis from the Special Servicer (provided that if such written
objection has not been received by the Special Servicer within such


 






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ten
(10) Business Day (or twenty (20) day) period, then such Directing Holder will be deemed to have approved such action):


 


(i)              any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership
of properties securing such of the Mortgage Loans and/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
waiver of Default Interest or late payment charges) of a Mortgage Loan or Serviced Whole Loan or any extension of the maturity
date of such Mortgage Loan or Serviced Whole Loan other than as expressly permitted pursuant to the terms of the related Mortgage
Loan documents;


 


(iii)            any sale of a Defaulted Loan or any REO Property (other than in connection with the termination of the Trust) 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) if the applicable Mortgage Loan Seller makes such Loss of Value Payment within the 90-day
initial cure period or, if applicable, within the subsequent 90-day extended cure period;


 


(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)             any release of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan or Serviced Whole Loan
or any consent to either of the foregoing, other than immaterial condemnation actions and other similar takings, or if otherwise
permitted pursuant to the specific terms of the related Mortgage Loan or Serviced Whole Loan 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 if lender consent is required, or any consent to such waiver
or consent to a transfer of the Mortgaged Property or interests in the Mortgagor or consent to the incurrence of additional debt,
other than any such transfer or incurrence of debt as may be effected without the consent of the lender under the related Loan
Agreement or related to an immaterial easement, right of way or similar agreement;


 


(vii)           any property management company changes or franchise changes to the extent the lender is permitted to consent or approve under
the Mortgage Loan documents;


 


(viii)          releases of any escrow accounts, reserve accounts or letters of credit held as performance or “earn-out” escrows or
reserves, other than those releases done in


 






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accordance
with the specific terms of the related 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)            following a default or event of default with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced
Whole Loan or any acceleration of such Mortgage Loan or Serviced Whole Loan, as the case may be, or initiation of judicial, bankruptcy
or similar proceedings under the related Mortgage Loan documents or with respect to the related borrower or Mortgaged Property;


 


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


 


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


 


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


 


provided,
however, that notwithstanding the foregoing, the Master Servicer and Special Servicer may mutually agree, as contemplated
by Section 3.18(a) of this Agreement, that the Master Servicer will process and obtain the prior consent of the Special
Servicer with respect to any of the foregoing matters with respect to any Non-Specially Serviced Loan, and, whether processed
by the Master Servicer or not, with respect to a Major Decision in connection with a Non-Specially Serviced Loan, the Master Servicer
and the Special Servicer shall each be entitled to 50% of any Excess Modification Fees and assumption, consent and earnout fees
(other than the assumption application fees and defeasance fees) paid in connection with such matters; provided, further,
that, in the event that the Special Servicer or Master Servicer (in the event the Master Servicer is otherwise authorized by this
Agreement to take such action), as applicable, determines that immediate action, with respect to the foregoing matters, or (i) any
other matter requiring consent of the Directing Holder with respect to any Mortgage Loan other than an Excluded Loan as to the
Directing Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority of the Controlling
Class, and, with respect to the Directing Certificateholder, prior to the occurrence and continuance of a Control Termination
Event in this Agreement, or (ii) any matter requiring consultation with the Directing


 






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Certificateholder,
the Risk Retention Consultation Party or the Operating Advisor, is necessary to protect the interests of the Certificateholders
(or, with respect to any Serviced Whole Loan, the interest of the Certificateholders and the holders of any related Serviced Companion
Loan) (as a collective whole (taking into account the subordinate or pari passu nature of any Companion Loans, as the case
may be)), the Special Servicer or Master Servicer, as applicable, may take any such action without waiting for the Directing Holder’s
response (or without waiting to consult with the Directing Holder, the Risk Retention Consultation Party or the Operating Advisor,
as the case may be), provided that the Special Servicer or Master Servicer, as applicable, provides the Directing Holder
(or the Operating Advisor, if applicable) and the Risk Retention Consultation Party with prompt written notice following such
action including a reasonably detailed explanation of the basis therefor; provided, however, that the Special Servicer
is not required to obtain the consent of the Directing Certificateholder for any Major Decision after the occurrence and during
the continuance of a Control Termination Event. In addition, with respect to any Mortgage Loan other than an Excluded Loan as
to such party, for so long as no Control Termination Event has occurred and is continuing, the Directing Certificateholder subject
to any rights, if any, of the related Companion Holder to advise the Special Servicer with respect to the related Serviced Whole
Loan, pursuant to the terms of the related Intercreditor Agreement, may direct the Special Servicer to take, or to refrain from
taking, such other actions with respect to a Mortgage Loan as the Directing Certificateholder may deem advisable or as to which
provision is otherwise made herein.


 


After
the occurrence and during the continuance of a Control Termination Event but prior to the occurrence of a Consultation Termination
Event, the Special Servicer shall consult with the Directing Holder in connection with any Major Decision not relating to any
Non-Serviced Mortgage Loan or Excluded Loan as to such party (and any other actions which otherwise require consultation with
the Directing Certificateholder prior to a Consultation Termination Event hereunder) and the Risk Retention Consultation Party
(only with respect to a Specially Serviced Loan) and consider alternative actions recommended by the Directing Certificateholder
or the Risk Retention Consultation Party, in respect thereof. In the event the Special Servicer receives no response from the
Directing Holder or the Risk Retention Consultation Party within 10 Business Days following its written request for input on any
required consultation, the Special Servicer shall not be obligated to consult with the Directing Holder or the Risk Retention
Consultation Party, respectively, on the specific matter; provided, however, that the failure of the Directing Holder
or the Risk Retention Consultation Party to respond shall not relieve the Special Servicer from consulting with the Directing
Holder or the Risk Retention Consultation Party on any future matters with respect to the related Mortgage Loan (other than a
Non-Serviced Mortgage Loan or any applicable Excluded Loan as to the Directing Certificateholder or the holder of the majority
of the Controlling Class) or Serviced Whole Loan.


 


Notwithstanding
anything herein to the contrary, no such advice, direction or objection by, from or on the part of the Directing Certificateholder,
Operating Advisor or Risk Retention Consultation Party contemplated in 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


 






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to
act in accordance with the Servicing Standard, or expose the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer, the Trust or the Trustee to liability, or materially expand the scope
of the responsibilities of the Master Servicer or the Special Servicer, as applicable, hereunder or cause the Master Servicer
or the Special Servicer, as applicable, to act, or fail to act, in a manner which in the reasonable judgment of the Master Servicer
or the Special Servicer, as the case may be, is not in the best interests of the Certificateholders. In the event the Special
Servicer or the Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder or any
advice from the Operating Advisor, the Directing Certificateholder or the Risk Retention Consultation Party, would cause the Special
Servicer or Master Servicer, as applicable, to violate the terms of any Mortgage Loan, applicable law or this Agreement, including
without limitation, the Servicing Standard, the Special Servicer or the Master Servicer, as applicable, shall disregard such refusal
to consent or advise and notify the Operating Advisor, the Directing Certificateholder or the Risk Retention Consultation Party,
respectively, and the Trustee and the Rating Agencies of its determination, including a reasonably detailed explanation of the
basis therefor. The taking of, or refraining from taking, any action by the Master Servicer or the Special Servicer in accordance
with the direction of or approval of the Directing Certificateholder and the Operating Advisor or the approval of the Risk Retention
Consultation Party that does not violate the terms of any Mortgage Loan, applicable law or the Servicing Standard or any other
provisions of this Agreement, will not result in any liability on the part of the Master Servicer or the Special Servicer.


 


The
Directing Holder shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the
taking of any action, or for errors in judgment; provided, however, that the Directing Holder shall not be protected
against any liability to a Controlling Class Certificateholder that would otherwise be imposed by reason of willful misconduct,
bad faith or negligence in the performance of duties owed to the Controlling Class Certificateholders or by reason of reckless
disregard of obligations or duties owed to the Controlling Class Certificateholders. By its acceptance of a Certificate, each
Certificateholder acknowledges and agrees that the Directing Holder may take actions that favor the interests of one or more Classes
of Certificates including the Holders of the Controlling Class over other Classes of the Certificates, and that the Directing
Certificateholder may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates,
that the Directing Holder may act solely in the interests of the Holders of the Controlling Class, including the Holders of the
Controlling Class, that the Directing Holder does not have any duties or liability to the Holders of any Class of Certificates
other than the Controlling Class, that the Directing Holder shall not be liable to any Certificateholder, by reason of its having
acted solely in the interests of the Holders of the Controlling Class, and that the Directing Holder shall have no liability whatsoever
for having so acted, and no Certificateholder may take any action whatsoever against the Directing Holder or any director, officer,
employee, agent or principal thereof for having so acted.


 


The
Risk Retention Consultation Party shall have no liability to the Trust or the Certificateholders for any action taken, or for
refraining from the taking of any action, or for errors in judgment; provided, however, that the Risk Retention
Consultation Party shall not be protected against any liability to a Holder of an VRR Interest that would otherwise be imposed
by reason of willful misconduct, bad faith or gross negligence in the performance of duties


 






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owed
to the Holders of the VRR Interest or by reason of reckless disregard of obligations or duties owed to the Holders of the VRR
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 VRR 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 VRR Interest, that the Risk Retention Consultation Party does not have any duties or liability
to the Holders of any Class of Certificates other than the VRR Interest, that the Risk Retention Consultation Party shall not
be liable to any Certificateholder, by reason of its having acted solely in the interests of the Holder of the VRR Interest, and
that the Risk Retention Consultation Party shall have no liability whatsoever for having so acted, and no Certificateholder may
take any action whatsoever against the Risk Retention Consultation Party or any director, officer, employee, agent or principal
thereof for having so acted.


 


Any
Non-Serviced Whole Loan Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust
or the Certificateholders for any action taken, or for refraining from the taking of any action, or for errors in judgment. By
its acceptance of a Certificate, each Certificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling
Holder, with respect to the related Non-Serviced Whole Loan, may take actions that favor the interests of one or more classes
of the certificates issued under the related Non-Serviced PSA including the Holders of the controlling class under such Non-Serviced
PSA over other Classes of the Certificates, and that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced
Whole Loan, may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates,
that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, may act solely in the interests
of the Holders of the controlling class under the related Non-Serviced PSA, that such Non-Serviced Whole Loan Controlling Holder,
shall not be liable to any Certificateholder, by reason of its having acted solely in the interests of the Holders of the controlling
class under the related Non-Serviced PSA, and that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced
Whole Loan, shall have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against
such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, or any director, officer, employee,
agent or principal thereof for having so acted.


 


(b)             Notwithstanding anything to the contrary contained herein (i) after the occurrence and during the continuance of a Control
Termination Event (and at any time with respect to any Excluded Loan with respect to the Directing Holder or, if the Directing
Holder is the Directing Certificateholder, the Holder of the majority of the Controlling Class), the Directing Holder shall have
no right to consent to or direct any action taken or not taken by any party to this Agreement; (ii) after the occurrence
and during the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination
Event, the Directing Holder shall remain entitled to receive any notices, reports or information to which it is entitled pursuant
to this Agreement, and the Special Servicer and any other applicable party shall consult with the Directing Holder (other than
with respect to any Excluded Loan as to such party) to the extent set forth herein in connection with any action to be taken or
refrained from taking; and (iii) after the occurrence and continuance of a Consultation Termination Event,


 






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the
Directing Holder (at any time with respect to any Excluded Loan as to either such party) shall have no direction, consultation
or consent rights hereunder and no right to receive any notices, reports or information (other than notices, reports or information
required to be delivered to all Certificateholders) or any other rights as Directing Holder.


 


For
the avoidance of doubt, with respect to any Specially Serviced Loan, the Risk Retention Consultation Party shall at all times
remain entitled to receive any notices, reports or information to which it is entitled pursuant to this Agreement, and the Special
Servicer and any other applicable party shall consult on a non-binding basis with the Risk Retention Consultation Party (other
than with respect to any Excluded Loan as to such party) to the extent set forth herein in connection with any action to be taken
or refrained from taking.


 


(c)             Prior to the occurrence and continuance of an Operating Advisor Consultation Event, the Special Servicer shall provide each Major
Decision Reporting Package to the Operating Advisor promptly after the Special Servicer receives the Directing Holder’s
approval or deemed approval of such Major Decision Reporting Package; provided, however, that with respect to any
non-Specially Serviced Loan, no Major Decision Reporting Package shall be required to be delivered (and the Special Servicer shall
use reasonable efforts not to deliver such Major Decision Reporting Package) prior to the occurrence and continuance of an Operating
Advisor Consultation Event. During the continuance of an Operating Advisor Consultation Event (whether or not a Control Termination
Event is continuing), the Special Servicer will be required to provide each Major Decision Reporting Package to the Operating
Advisor simultaneously with the Special Servicer’s written request for the Operating Advisor’s input regarding the
related Major Decision (which written request and Major Decision Reporting Package may be delivered in one notice), as set forth
under Section 6.08. With respect to any particular Major Decision and/or related Major Decision Reporting Package
or any Asset Status Report required to be delivered by the Master Servicer or the Special Servicer to the Operating Advisor, the
Master Servicer or the Special Servicer, as applicable, shall make available to the Operating Advisor a servicing officer with
relevant knowledge regarding the Mortgage Loan and such Major Decision and/or Asset Status Report in order to address reasonable
questions that the Operating Advisor may have relating to, among other things, such Major Decision and/or Asset Status Report
and potential conflicts of interest with respect to such Major Decision and/or Asset Status Report.


 


In
addition, if an Operating Advisor Consultation Event has occurred and is continuing, the Special Servicer will also be required
to consult with the Operating Advisor in connection with any proposed Major Decision (and any other actions which otherwise require
consultation with the Operating Advisor) and consider alternative actions recommended by the Operating Advisor, in respect thereof,
provided that such consultation is on a non-binding basis. In the event that the Special Servicer receives no response
from the Operating Advisor within ten (10) days following the later of (i) its written request for input (which request is
required to include the related Major Decision Reporting Package) on any required consultation and (ii) delivery of all such
additional information reasonably requested by the Operating Advisor that is in the possession of the Special Servicer related
to the subject matter of such consultation, the Special Servicer shall not be obligated to consult with the Operating Advisor
on the specific matter; provided, however, that the failure of the Operating Advisor to respond on any specific
matters shall not relieve the Special Servicer from its obligation to consult with the Operating


 






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Advisor
on any future matter with respect to the applicable Mortgage Loan or any other Mortgage Loan. Notwithstanding anything herein
to the contrary, with respect to any Excluded Loan (regardless of whether an Operating Advisor Consultation Event has occurred
and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with
the related transactions involving proposed Major Decisions that it is processing and consider alternative actions recommended
by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in this Section 6.08 for
consulting with the Operating Advisor.


 


In
connection with the Directing Certificateholder’s or Operating Advisor’s right to consent or consult with respect
to a Major Decision, as applicable, if the Special Servicer determines that action is necessary to protect the related Mortgaged
Property or the interests of the Certificateholders from potential harm if such action is not taken, or if a failure to take any
such action at such time would be inconsistent with Accepted Servicing Practices, the Special Servicer may take actions with respect
to the related Mortgaged Property before the expiration of the applicable period for the Operating Advisor or Directing Certificateholder
to respond as described in this section, if the Special Servicer reasonably determines in accordance with Accepted Servicing Practices
that failure to take such actions before the expiration of such period would materially adversely affect the interest of the Certificateholders,
and the Special Servicer has made a reasonable effort to contact the Operating Advisor or the Directing Certificateholder, as
applicable.


 


In
addition, (i) for so long as no Consultation Termination Event is continuing, with respect to any Specially Serviced Loan (other
than any Non-Serviced Mortgage Loan or any applicable Excluded Loan) and (ii) during the continuance of a Consultation Termination
Event, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan or applicable Excluded Loan), the Special
Servicer will also be required to consult with the Risk Retention Consultation Party in connection with any Major Decision that
it is processing (and such other matters that are subject to consultation rights of the Risk Retention Consultation Party pursuant
to this Agreement) and to consider alternative actions recommended by the Risk Retention Consultation Party in respect of such
Major Decision; provided that such consultation is on a non-binding basis. In the event the Master Servicer or the Special
Servicer, as applicable, receives no response from the Risk Retention Consultation Party within 10 days following the later of
(i) the Special Servicer’s, written request for input (which request is required to include the related Major Decision
Reporting Package) on any required consultation and (ii) delivery of all such additional information reasonably requested
by the Risk Retention Consultation Party and reasonably available to the Special Servicer related to the subject matter of such
consultation, the Master Servicer or the Special Servicer, as applicable, will not be obligated to consult with the Risk Retention
Consultation Party on the specific matter; provided, however, that the failure of the Risk Retention Consultation
Party to respond shall not relieve the Master Servicer or the Special Servicer, as applicable, using reasonable efforts to consult
with the Risk Retention Consultation Party on any future matters with respect to the applicable Mortgage Loan or Serviced Whole
Loan or any other Mortgage Loan.


 


After
the occurrence and during the continuance of a Consultation Termination Event, the Directing Certificateholder shall have no consultation
or consent rights hereunder and shall have no right to receive any notices, reports or information (other than notices, reports
or


 






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information
required to be delivered to all Certificateholders) or any other rights as Directing Certificateholder. However, the Directing
Certificateholder shall maintain the right to exercise its Voting Rights for the same purposes as any other Certificateholder.


 


Section 6.09       
Knowledge of Wells Fargo Bank, National Association. Except as otherwise expressly set forth in this Agreement, Wells Fargo
Bank, National Association acting in any particular capacity hereunder will not be deemed to be imputed with knowledge of (a)
Wells Fargo Bank, National Association, acting in a capacity that is unrelated to the transactions contemplated by this Agreement,
or (b) Wells Fargo Bank, National Association, acting in any other capacity hereunder, except, in the case of either clause (a)
or clause (b), where some or all of the obligations performed in such capacities are performed by one or more employees within
the same group or division of Wells Fargo Bank, National Association, or where the groups or divisions responsible for performing
the obligations in such capacities have one or more of the same Responsible Officers or Servicing Officers, as applicable; provided
that the knowledge of employees performing special servicing functions shall not be imputed to employees performing master servicing
functions and vice versa.


 


[End
of ARTICLE  VI]


 


Article VII



SERVICER TERMINATION EVENTS


 


Section 7.01       
Servicer Termination Events; Master Servicer and Special Servicer Termination. (a)  “Servicer
Termination Event,” wherever used herein, means any one of the following events:


 


(i)              (A) any failure by the Master Servicer to make a required deposit to the Collection Account or remit to the Companion Paying
Agent for deposit into the related Companion Distribution Account on the day and by the time such deposit or remittance was first
required to be made under the terms of this Agreement, which failure is not remedied within one (1) Business Day, or (B) any
failure by the Master Servicer to deposit into, or remit to the Certificate Administrator for deposit into, any Distribution Account
any amount required to be so deposited or remitted, which failure is not remedied by 11:00 a.m. New York City time on the
relevant Distribution Date; or


 


(ii)            
any failure by the Special Servicer to deposit into the REO Account, within two (2) Business Days after the day such deposit is
required to be made or to remit to the Master Servicer for deposit in the Collection Account or any other required account hereunder,
any amount required to be so deposited or remittance required to be made by the Special Servicer pursuant to, and at the time
specified by, this Agreement; or


 


(iii)             any failure by the Master Servicer or the Special Servicer duly to observe or perform in any material respect any of its other
covenants or obligations contained in this Agreement which continues unremedied for thirty (30) days (or (A) with respect
to any year that a report on Form 10-K is required to be filed, five (5) Business Days in the case of the Master Servicer’s
or the Special Servicer’s, as applicable, obligations


 






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contemplated
by Article XI, (B) fifteen (15) days in the case of the Master Servicer’s failure to make a Servicing Advance
or (C) twenty (20) days in the case of a failure to pay the premium for any property insurance policy required to be
maintained or such shorter period (not less than two (2) Business Days) as may be required to avoid the commencement of foreclosure
proceedings for unpaid real estate taxes or the lapse of insurance, as applicable) after written notice of the failure has been
given to the Master Servicer or the Special Servicer, as the case may be, by any other party hereto, or to the Master Servicer
or the Special Servicer, as the case may be, with a copy to each other party to this Agreement, by the Holders of Certificates
of any Class, evidencing as to that Class Percentage Interests aggregating not less than 25% or, with respect to a Serviced Whole
Loan, by the related Serviced Companion Noteholder(s); provided, however, that if that failure is capable of being
cured and the Master Servicer or the Special Servicer, as applicable, is diligently pursuing such cure, that 30-day period will
be extended an additional sixty (60) days; provided that the Master Servicer or the Special Servicer, as applicable, has
commenced to cure such failure within the initial 30-day period and has certified that it has diligently pursued, and is continuing
to pursue, a full cure; provided, further, however, that such extended period will not apply to the obligations
regarding Exchange Act reporting; or


 


(iv)            any breach on the part of the Master Servicer or the Special Servicer of any representation or warranty in Section 6.01(a)
and Section 6.01(b), as applicable, that materially and adversely affects the interests of any Class of Certificateholders
or Companion Holders (excluding the holder of any Non-Serviced Companion Loan) and that continues unremedied for a period
of thirty (30) days after the date on which notice of that breach, requiring the same to be remedied, shall have been given to
the Master Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate Administrator or the Trustee,
or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee by the Holders of
Certificates of any Class, evidencing as to that class, Percentage Interests aggregating not less than 25% or, with respect to
a Serviced Whole Loan, by the related Serviced Companion Noteholder; provided, however, that if that breach is capable
of being cured and the Master Servicer or the Special Servicer, as the case may be, is diligently pursuing that cure, that 30-day
period will be extended an additional sixty (60) days; provided that the Master Servicer, or the Special Servicer, as applicable,
has commenced to cure such failure within the initial 30-day period and has certified that it has diligently pursued, and is continuing
to pursue, a full cure; or


 


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


 






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(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)          KBRA
(or, in the case of Serviced Pari Passu Companion Loan Securities, any Companion Loan Rating Agency) has (i) qualified, downgraded
or withdrawn its rating or ratings of one or more Classes of Certificates or Classes of Serviced Companion Loan Securities, as
applicable, or (ii) placed one or more Classes of Certificates or Classes of Serviced Companion Loan Securities, as applicable,
on “watch status” in contemplation of a ratings downgrade or withdrawal (and in the case of clause (i) or (ii), such
action has not been withdrawn by KBRA (or, in the case of Serviced Companion Loan Securities, any Companion Loan Rating Agency)
within 60 days of such rating action) and, in the case of either of clauses (i) or (ii), publicly citing servicing concerns with
such master servicer or special servicer, as the case may be, as the sole or a material factor in such rating action; or


 


(ix)          
the master servicer or the special servicer, as the case may be, is no longer rated at least “CMS3” or “CSS3”,
respectively, by Fitch and such master servicer or special servicer is not reinstated to at least that rating within 60 days of
the delisting;


 


(x)            the master servicer or the special servicer, as the case may be, is no longer listed on the “Select Servicer list”
as a U.S. Commercial Mortgage Master Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable, by S&P and such
master servicer or special servicer is not reinstated to at least that rating within 60 days of the delisting; or


 


(xi)         
the Master Servicer or the Special Servicer, as applicable, or any primary servicer or sub-servicer appointed by the Master
Servicer or the Special Servicer, as applicable, after the Closing Date (but excluding any primary servicer or sub-servicer which
the Master Servicer has been instructed to retain by the Depositor or a Sponsor), fails to deliver the items required hereunder
after any applicable notice and cure period to enable the Certificate Administrator, Depositor or a depositor under any other
securitization to comply with the Trust’s reporting obligations under the Exchange Act (any primary servicer or sub-servicer that
defaults in accordance with this clause may be terminated at the direction of the Depositor).


 


(b)            
If any Servicer Termination Event with respect to the Master Servicer or the Special Servicer (in either case, for purposes of
this Section 7.01(b), the “Affected Party”) shall occur and be continuing, then, and in each and
every such case, so long as such Servicer


 






    -406-


     


    

 


Termination
Event shall not have been remedied, the Trustee or the Depositor may, and at the written direction of ((i) for so long as
a Control Termination Event has not occurred and is not continuing and (ii) other than with respect to any Excluded Loan
as to the Directing Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority of the Controlling
Class) the Directing Holder (solely with respect to the Special Servicer) or the Holders of Certificates entitled to more than
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 the Special Servicer each agree that if it is terminated pursuant to this Section 7.01(b),
it shall promptly (and in any event no later than twenty (20) Business Days subsequent to its receipt of the notice of termination)
provide the Trustee with all documents and records requested by it to enable it to assume the Master Servicer’s or the Special
Servicer’s, as the case may be, functions hereunder, and shall cooperate with the Trustee in effecting the termination of
the Master Servicer’s or the Special Servicer’s, as the case may be, responsibilities and rights (subject to Section 3.11
and Section 6.04) hereunder, including, without limitation, the transfer within five (5) Business Days to the
Trustee for administration by it of all cash amounts which shall at the time be or should have been credited by the Master Servicer
to the Collection Account or any Servicing Account (if it is the Affected Party), by the Special Servicer to the REO Account (if
it is the Affected Party) or thereafter be received with respect to the Mortgage Loans or any REO Property (provided, however,
that the Master Servicer and the Special Servicer each shall, if terminated pursuant to this Section 7.01(b) or pursuant
to Section 7.01(d) (with respect to the Special Servicer), continue to be entitled to receive all amounts accrued
or owing to it under this Agreement on or prior to the date of such termination, whether in respect of Advances (in the case of
the Special Servicer or the Master Servicer) or otherwise, and it and its Affiliates and the directors, managers, officers, members,
employees and agents of it and its Affiliates shall continue to be entitled to the benefits of Section 3.11 and Section 6.04
notwithstanding any such termination).


 


(c)            
If the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination Event
under Section 7.01(a)(viii) or (a)(ix), the Master


 






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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 right of the Operating Advisor to recommend the termination of the Special Servicer and recommend a Qualified Replacement
Special Servicer and the right of the applicable Certificateholders to approve the replacement of the Special Servicer with such
Qualified Replacement Special Servicer pursuant to this Section 7.01(d), and subject to the rights of the holder of
a related AB Subordinate Companion Loan pursuant to the related Intercreditor Agreement, at any time prior to the occurrence and
continuance of a Control Termination Event and other than with respect to any Excluded Loan with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class, the Directing Certificateholder shall be entitled to terminate the rights
(subject to Section 3.11 and Section 6.04) and obligations of the Special Servicer under this Agreement,
with or without cause, upon ten (10) Business Days’ notice to the Special Servicer, the Master Servicer, the Certificate
Administrator, the Trustee and the Operating Advisor; such termination to be effective upon the appointment of a successor special
servicer meeting the requirements of this Section 7.01(d). Upon a termination of the Special Servicer, the Directing
Certificateholder (other than with respect to any Excluded Loan with respect to the Directing Certificateholder or the Holder
of the majority of the Controlling Class) shall designate a successor special servicer; provided, however, that
(i) such successor will meet the requirements set forth in Section 7.02,


 






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(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, 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 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 Principal Balance Certificates evidencing at least 66 2/3% of a Certificateholder
Quorum or (b) Holders of Non-Reduced Certificates evidencing more than 50% of the aggregate Voting Rights of each Class of
Non-Reduced Certificates, the Trustee shall terminate all of the rights and obligations of such Special Servicer under this Agreement
and appoint the successor special servicer (which must be a Qualified Replacement Special Servicer) designated by such Certificateholders.


 


The
Certificate Administrator shall include on each Distribution Date Statement a statement that each Certificateholder may (i) access
such notices via the Certificate Administrator’s Website and (ii) register to receive electronic mail notifications
when such notices are posted thereon. Notwithstanding the foregoing, the Certificateholders’ direction to replace the Special
Servicer will not apply to a Serviced AB Whole Loan unless, with respect to a Serviced Whole Loan, an AB Control Appraisal Period
has occurred.


 


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


 






    -409-


     


    

 


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.


 


If
at any time the Operating Advisor determines, in its sole discretion exercised in good faith, that (i) the Special Servicer
is not performing its duties as required hereunder or is otherwise not acting in accordance with the Servicing Standard, and (ii) the
replacement of the Special Servicer would be in the best interest of the Certificateholders as a collective whole, then the Operating
Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the Special Servicer, a written report
in the form of Exhibit W attached hereto (which form may be modified or supplemented from time to time to cure any
ambiguity or error or to incorporate any additional information, subject to compliance of such form with the terms and provisions
of this Agreement; provided, further, that in no event shall the information or any other content included in such
written report contravene any provision of this Agreement) detailing the reasons supporting its recommendation (provided
that the Operating Advisor will not be permitted to recommend the replacement of the Special Servicer for any Whole Loan so long
as the holder of the related Companion Loan is the Directing Holder under the related Intercreditor Agreement) (along with relevant
information justifying its recommendation) and recommending a suggested replacement special servicer, which shall be a Qualified
Replacement Special Servicer. In such event, the Certificate Administrator shall promptly post notice to all applicable Certificateholders
of such recommendation and the related report on the Certificate Administrator’s Website in accordance with Section 3.13(b),
and by mail conduct the solicitation of votes of all applicable Certificates in such regard. Upon (i) the affirmative vote of
Voting Rights evidencing at least a majority of a Quorum (which, this purpose is the Holders that (i) evidence at least 20% of
the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the respective
Certificate Balances) of all Principal Balance Certificates on an aggregate basis, and (B) consist of at least three (3) Certificateholders,
or the Certificate Owners that are not Risk Retention Affiliated with each other) and (ii) receipt of Rating Agency Confirmation
from each Rating Agency with respect to the termination of the Special Servicer and the appointment of a successor special servicer
recommended by the Operating Advisor following satisfaction of the foregoing clause (i), the Trustee (upon receipt of written
confirmation from the Certificate Administrator, if the Certificate Administrator and the Trustee are different entities) shall
(i) terminate all of the rights and obligations of the Special Servicer under this Agreement and appoint such successor Special
Servicer and (ii) promptly notify such outgoing Special Servicer of the effective date of such termination. The reasonable out-of-pocket
costs and expenses (including reasonable legal fees and expenses of outside counsel) associated with obtaining such Rating Agency
Confirmations and administering such vote(s) and the Operating Advisor’s identification of a Qualified Replacement Special
Servicer shall be an additional expense of the Trust. In the event that the Trustee does not receive the affirmative vote of at
least a majority of the quorum described in clause (i) of the preceding


 






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sentence
within 180 days of the posting of the notice to the Certificate Administrator’s Website, then the Trustee shall have no
obligation to remove the Special Servicer. Prior to the appointment of any replacement special servicer, such replacement special
servicer shall have agreed to succeed to the obligations of the Special Servicer under this Agreement and to act as the Special
Servicer’s successor hereunder. In the event the Special Servicer is terminated pursuant to this Section 7.01(d),
the Directing Holder may not subsequently reappoint such terminated Special Servicer or any Risk Retention Affiliate thereof.


 


No
penalty or fee shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 7.01(d).
All costs of any such termination made by 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 the Special Servicer shall, as the case may be, from time to time, take all such reasonable actions as
are required by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed on
“watch” status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency.
In no event shall the remedy for a breach of the foregoing covenant extend beyond termination pursuant to Section 7.01(a)(viii)
and Section 7.01(a)(ix) and the resulting operation of Section 7.01(b) and (c). The operation
of this subsection (e) shall not be construed to limit the effect of Section 7.01(a)(viii) and Section 7.01(a)(ix).


 


(f)            
Notwithstanding the foregoing, (1) if any Servicer Termination Event on the part of the Master Servicer affects a Serviced Companion
Loan, any related Serviced Companion Noteholder or the rating on any class of certificates backed, wholly or partially, by any
Serviced Companion Loan Securities, and if the Master Servicer is not otherwise terminated, or (2) if a Servicer Termination Event
on the part of the Master Servicer affects only a Serviced Companion Loan, any related Serviced Companion Noteholder or the rating
on any class of certificates backed, wholly or partially, by any Serviced Companion Loan Securities, then the Master Servicer
may not be terminated by or at the direction of such Serviced Companion Noteholder or the holders of any certificates backed,
wholly or partially, by such Serviced Companion Loan, but upon the written direction of such Serviced Companion Noteholder, the
Master Servicer shall be required to appoint a sub-servicer that will be responsible for servicing the related Serviced Whole
Loan.


 


(g)            
Notwithstanding anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer
Loan, if any, the related Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the
occurrence and continuance of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded
Loan as to the Directing Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority of
the Controlling Class, the Directing Holder shall


 






    -411-


     


    

 


select
an Excluded Special Servicer, as successor to the resigning Special Servicer, for the related Excluded Special Servicer Loan in
accordance with this Agreement. After the occurrence and during the continuance of a Control Termination Event or if the Directing
Certificateholder or the majority Controlling Class Certificateholder on its behalf fails to make the selection contemplated by
the prior sentence within ten (10) Business Days or if at any time the applicable Excluded Special Servicer Loan is also an Excluded
Loan as to the Directing Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority of
the Controlling Class, the resigning Special Servicer shall use reasonable efforts to select the related Excluded Special Servicer.
The Special Servicer shall not have any liability with respect to the actions or inactions of the applicable Excluded Special
Servicer or with respect to the identity of the applicable Excluded Special Servicer so long as the selected Excluded Special
Servicer is a Qualified Replacement Special Servicer. It shall be a condition to any such appointment that (i) the Rating
Agencies confirm that the appointment would not result in a qualification, downgrade or withdrawal of any of their then-current
ratings of the Certificates and each NRSRO hired to provide ratings with respect to any Serviced Companion Loan Securities makes
the equivalent confirmation, (ii) the related Excluded Special Servicer is a Qualified Replacement Special Servicer and (iii) the
related Excluded Special Servicer delivers to the Depositor and the Certificate Administrator and any applicable Other Depositor
and Other Certificate Administrator, the information, if any, required under Item 6.02 of Form 8-K pursuant to the
Exchange Act regarding itself in its role as Excluded Special Servicer.


 


If
at any time the Special Servicer is no longer a Borrower Party (including, without limitation, as a result of the related Mortgaged
Property becoming an REO Property) with respect to an Excluded Special Servicer Loan, (1) the related Excluded Special Servicer
shall resign, (2) the related Mortgage Loan or Serviced Whole Loan shall no longer be an Excluded Special Servicer Loan,
(3) the Special Servicer shall become the Special Servicer again for such related Mortgage Loan or Serviced Whole Loan and
(4) the Special Servicer shall be entitled to all special servicing compensation with respect to such Mortgage Loan or Serviced
Whole Loan earned during such time on and after such Mortgage Loan or Serviced Whole Loan is no longer an Excluded Special Servicer
Loan.


 


The
applicable Excluded Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special
Servicer Loan and shall be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan
earned during such time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan (provided that the Special Servicer shall remain entitled to all other special servicing compensation with respect all Mortgage Loans
and Serviced Whole Loans that are not Excluded Special Servicer Loans during such time).


 


If
a Servicing Officer of the Master Servicer, a related Excluded Special Servicer, or the Special Servicer, as applicable, has actual
knowledge that a Mortgage Loan is no longer an Excluded Loan, an Excluded Controlling Class Loan or an Excluded Special Servicer
Loan, as applicable, the Master Servicer, the related Excluded Special Servicer or the Special Servicer, as applicable, shall
provide prompt written notice thereof to each of the other parties to this Agreement.


 






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Section 7.02       
Trustee to Act; Appointment of Successor. On and after the time the Master Servicer or the Special Servicer, as the case
may be, either resigns pursuant to subsection (a) of the first sentence of Section 6.05 or receives a notice
of termination for cause pursuant to Section 7.01(b), and provided that no acceptable successor has been appointed
within the time period specified in Section 7.01(c), the Trustee shall be the successor to such party, until such
successor to the Master Servicer or the Special Servicer, as applicable, is appointed as provided in this Section 7.02
or by the Directing Holder as provided in Section 7.01(d), as applicable, in all respects in its capacity as Master
Servicer or the Special Servicer, as applicable, under this Agreement and the transactions set forth or provided for herein and
shall be subject to, and have the benefit of, all of the rights, (subject to Section 3.11 and Section 6.04)
benefits, responsibilities, duties, liabilities and limitations on liability relating thereto and that arise thereafter placed
on or for the benefit of the Master Servicer or the Special Servicer, as applicable, by the terms and provisions hereof; provided,
however, that any failure to perform such duties or responsibilities caused by the terminated party’s failure under
Section 7.01 to provide information or moneys required hereunder shall not be considered a default by such successor
hereunder. The appointment of a successor master servicer shall not affect any liability of the predecessor Master Servicer which
may have arisen prior to its termination as Master Servicer, and the appointment of a successor special servicer shall not affect
any liability of the predecessor Special Servicer which may have arisen prior to its termination as Special Servicer. The Trustee
in its capacity as successor to the Master Servicer or the Special Servicer, as the case may be, shall not be liable for any of
the representations and warranties of the Master Servicer or the Special Servicer, respectively, herein or in any related document
or agreement, for any acts or omissions of the predecessor master servicer or special servicer or for any losses incurred by the
predecessor Master Servicer pursuant to Section 3.06 hereunder, nor shall the Trustee be required to purchase any
Mortgage Loan hereunder solely as a result of its obligations as successor master servicer or special servicer, as the case may
be. Subject to Section 3.11, as compensation therefor, the Trustee as successor master servicer shall be entitled
to the Servicing Fees and all fees relating to the Mortgage Loans, the Companion Loans that the Master Servicer would have been
entitled to if the Master Servicer had continued to act hereunder, including but not limited to any income or other benefit from
any Permitted Investment pursuant to Section 3.06, and subject to Section 3.11, and the Trustee as successor
to the Special Servicer shall be entitled to the Special Servicing Fees to which the Special Servicer would have been entitled
if the Special Servicer had continued to act hereunder. Should the Trustee succeed to the capacity of the Master Servicer or the
Special Servicer, as the case may be, the Trustee shall be afforded the same standard of care and liability as the Master Servicer
or the Special Servicer, as applicable, hereunder notwithstanding anything in Section 8.01 to the contrary, but only
with respect to actions taken by it in its role as successor master servicer or successor special servicer, as the case may be,
and not with respect to its role as Trustee hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to
act as successor to the Master Servicer or the Special Servicer, as applicable, or shall, if it is unable to so act, or if the
Trustee is not approved as a servicer by each Rating Agency, or if the Directing Holder ((i) prior to the occurrence and
continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing
Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority of the Controlling Class) or
the Holders of Certificates entitled to a majority of the Voting Rights, so request in writing to the Trustee, promptly appoint,
or petition a court of competent jurisdiction to appoint, any established


 






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mortgage
loan servicing institution or other entity which meets the criteria set forth in Section 6.05 and otherwise herein,
as the successor to the Master Servicer or the Special Servicer, as applicable, hereunder in the assumption of all or any part
of the responsibilities, duties or liabilities of the Master Servicer or the Special Servicer hereunder. No appointment of a successor
to the Master Servicer or the Special Servicer hereunder shall be effective until (i) the assumption in writing by the successor
to the Master Servicer or the Special Servicer of all its responsibilities, duties and liabilities hereunder that arise thereafter,
(ii) upon receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion
Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as
any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25),
(iii) which appointment has been approved (prior to the occurrence and continuance of a Control Termination Event) by the
Directing Holder, such approval not to be unreasonably withheld and (iv) the Certificate Administrator shall have filed any
required Form 8-K pursuant to Section 11.07 and any other Form 8-K filings have been completed with respect to any
related Companion Loan. Pending appointment of a successor to the Master Servicer or the Special Servicer hereunder, unless the
Trustee shall be prohibited by law from so acting, the Trustee shall act in such capacity as herein above provided. In connection
with such appointment and assumption of a successor to the Master Servicer or the Special Servicer as described herein, the Trustee
may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor
shall agree; provided, however, that no such compensation with respect to a successor master servicer or successor
special servicer, as the case may be, shall be in excess of that permitted the terminated Master Servicer or Special Servicer,
as the case may be, hereunder. The Trustee, the Master Servicer or the Special Servicer (whichever is not the terminated party)
and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.
Any costs and expenses associated with the transfer of the servicing function (other than with respect to a termination without
cause) under this Agreement shall be borne by the predecessor Master Servicer or Special Servicer, as applicable. If such predecessor
Master Servicer or Special Servicer (as the case may be) has not reimbursed the party requesting such termination or the successor
master servicer or special servicer for such expenses within 90 days after the presentation of reasonable documentation,
such expense shall be reimbursed by the Trust; provided that the terminated Master Servicer or Special Servicer shall not
thereby be relieved of its liability for such expenses. If and to the extent that the terminated Master Servicer or Special Servicer
has not reimbursed such costs and expenses, the party requesting such termination shall have an affirmative obligation to take
all reasonable actions to collect such expenses on behalf of the Trust. In the event of a termination without cause, such costs
and expenses shall be borne by the party requesting such termination, or as otherwise set forth herein; provided that the
Certificate Administrator and the Trustee shall not bear any such costs and expenses. For the avoidance of doubt, if the Trustee
is terminating the Master Servicer or Special Servicer in accordance with this Agreement at the direction of any party or parties
permitted to direct the Trustee to so terminate the Master Servicer or the Special Servicer pursuant to this Agreement, the Trustee
shall not have any liability for such expenses pursuant to this paragraph.


 


Section 7.03       
Notification to Certificateholders. (a)  Upon any resignation
of the Master Servicer or the Special Servicer pursuant to Section 6.05, any termination of the Master


 






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Servicer
or the Special Servicer pursuant to Section 7.01 or any appointment of a successor to the Master Servicer or the Special
Servicer pursuant to Section 7.02, the Certificate Administrator shall give prompt written notice thereof to Certificateholders
at their respective addresses appearing in the Certificate Register.


 


(b)            
Not later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or lapse
of time or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate Administrator
would be deemed to have notice of the occurrence of such an event in accordance with Section 8.02(vii), the Certificate
Administrator shall transmit by mail to the Depositor and all Certificateholders (and, if a Serviced Whole Loan is affected, the
related Serviced Companion Noteholder) notice of such occurrence, unless such default shall have been cured.


 


Section 7.04       
Waiver of Servicer Termination Events. The Holders of Certificates representing at least 66-2/3% of the Voting Rights allocated
to each Class of Certificates affected by any Servicer Termination Event hereunder may waive such Servicer Termination Event,
within twenty (20) days of the receipt of notice from the Certificate Administrator of the occurrence of such Servicer Termination
Event; provided, however, that (1) a Servicer Termination Event under clause (i) or (ii) of Section 7.01(a)
may be waived only by all of the Certificateholders of the affected Classes and (2) a Servicer Termination Event under clause (iii)
or (ix) of Section 7.01(a) relating to Exchange Act reporting may be waived only with the consent of the Depositor,
together with (in the case of each of clauses (1) and (2) of this sentence) the consent of each Serviced Companion Noteholder,
if any, that is affected by such Servicer Termination Event. Upon any such waiver of a Servicer Termination Event, such Servicer
Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver
of a Servicer Termination Event by Certificateholders, the Trustee and the Certificate Administrator shall be entitled to recover
all costs and expenses incurred by it in connection with enforcement action taken with respect to such Servicer Termination Event
prior to such waiver from the Trust. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair
any right consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement,
for purposes of waiving any Servicer Termination Event pursuant to this 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


 






    -415-


     


    

 


Advance
at the Reimbursement Rate, and rights to determine that a proposed Advance is a Nonrecoverable P&I Advance or Servicing Advance,
as the case may be, (without regard to any impairment of any such rights of reimbursement caused by such Master Servicer’s
default in its obligations hereunder); provided, however, that if Advances made by the Trustee and the Master Servicer
shall at any time be outstanding, or any interest on any Advance shall be accrued and unpaid, all amounts available to repay such
Advances and the interest thereon hereunder shall be applied entirely to the Advances outstanding to the Trustee, until such Advances
shall have been repaid in full, together with all interest accrued thereon, prior to reimbursement of the Master Servicer for
such Advances. The Trustee shall be entitled to conclusively rely on any notice given with respect to a Nonrecoverable Advance
hereunder.


 


[End
of ARTICLE  VII]


 


Article VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section 8.01       
Duties of the Trustee and the Certificate Administrator. (a)  The
Trustee and the Certificate Administrator, prior to the occurrence of a Servicer Termination Event and after the curing or waiving
of all Servicer Termination Events which may have occurred, undertake to perform such duties and only such duties as are specifically
set forth in this Agreement. If a Servicer Termination Event occurs and is continuing, the Trustee shall exercise such of the
rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person
would exercise or use under the circumstances in the conduct of his own affairs. Any permissive right of the Trustee and the Certificate
Administrator contained in this Agreement shall not be construed as a duty.


 


(b)            
The Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required to be furnished
pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically governed by the
terms of Article II), shall examine them to determine whether they conform to the requirements of this Agreement. If any
such instrument is found 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


 






    -416-


     


    

 


obligations
of the Trustee and the Certificate Administrator shall be determined solely by the express provisions of this Agreement, the Trustee
and the Certificate Administrator shall not be liable except for the performance of such duties and obligations as are specifically
set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and the
Certificate Administrator and, in the absence of bad faith on the part of the Trustee and the Certificate Administrator, the Trustee
and the Certificate Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to the Trustee or the Certificate Administrator and conforming
to the requirements of this Agreement;


 


(ii)          
Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in good faith
by a Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it shall
be proved that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts;
and


 


(iii)         
Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken, suffered
or omitted to be taken by it in good faith in accordance with the direction of Holders of Corresponding Certificates entitled
to greater than 25% of the Percentage Interest of each affected Class of Regular Interests, or of the aggregate Voting Rights
of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee
or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator,
under this Agreement (unless a higher percentage of Voting Rights is required for such action).


 


(d)           
The Certificate Administrator shall make available via its internet website initially located at www.ctslink.com to the Serviced
Companion Noteholders all reports that the Certificate Administrator has made available to Certificateholders under this Agreement
to the extent such reports relate to the related Serviced Companion Loan and upon the submission of an Investor Certification
pursuant to this Agreement.


 


Section 8.02       
Certain Matters Affecting the Trustee and the Certificate Administrator. Except as otherwise provided in Section 8.01:


 


(i)           
The Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any
resolution, direction of the Depositor, Officer’s Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, Appraisal, bond or other paper or document reasonably believed by
it to be genuine and to have been signed or presented by the proper party or parties;


 


(ii)          
The Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of Counsel
shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder
in good faith and in accordance therewith;


 






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(iii)          
Neither the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested
in it by this Agreement or the Certificates or to make any investigation of matters arising hereunder or to institute, conduct
or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders,
pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate
Administrator, as applicable, reasonable security or indemnity satisfactory to it, against the costs, expenses and liabilities
which may be incurred therein or thereby; neither the Trustee nor the Certificate Administrator shall be required to expend or
risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or reasonable indemnity
satisfactory to it against such risk or liability is not reasonably assured to it; nothing contained herein shall, however, relieve
the Trustee of the obligation, upon the occurrence of a Servicer Termination Event which has not been cured, to exercise such
of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent
man would exercise or use under the circumstances in the conduct of his own affairs;


 


(iv)         Neither the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted by
it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 


(v)          
Prior to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events which
may have occurred, neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to more than 50% of
the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee or the Certificate
Administrator of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee or the Certificate Administrator, respectively, not reasonably assured to the Trustee or the Certificate
Administrator by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator, respectively,
may require reasonable indemnity satisfactory to it from such requesting Holders against such expense or liability as a condition
to taking any such action. The reasonable expense of every such reasonable examination shall be paid by the requesting Holders;


 


(vi)         
The Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys; provided, however, that the appointment of such agents or
attorneys shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided,
further, that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through
any Person that is a Prohibited Party;


 






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(vii)       
For all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be deemed to have actual knowledge
or notice of any Servicer Termination Event or Asset Representations Reviewer Termination Event or any act, failure or breach
of any Person upon the occurrence of which the Trustee or the Certificate Administrator may be required to act unless a Responsible
Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or unless written notice
of any event, act, failure or breach, as applicable, which is in fact such a default is received by the Trustee or the Certificate
Administrator at the respective Corporate Trust Office, and such notice references the Certificates or this Agreement;


 


(viii)       
Neither the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer or the
Special Servicer (unless the Trustee is acting as Master Servicer or the Special Servicer, as the case may be, in which case the
Trustee shall only be responsible for its own actions as Master Servicer or the Special Servicer) or of the Depositor, the Operating
Advisor or the Asset Representations Reviewer;


 


(ix)          Neither the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust Fund
unless it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s, as
applicable, negligence or willful misconduct was the primary cause of such insufficiency;


 


(x)           
In no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of its obligations
hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result of its own negligence,
bad faith or willful misconduct;


 


(xi)           Except as otherwise expressly set forth in this Agreement, Wells Fargo Bank, National Association, acting in any particular capacity
hereunder shall not be deemed to be imputed with knowledge of (a) Wells Fargo Bank, National Association, acting in a capacity
that is unrelated to the transactions contemplated by this Agreement, or (b) Wells Fargo Bank, National Association, acting in
any other capacity hereunder, except, in the case of either clause (a) or clause (b), where some or all of the obligations
performed in such capacities are performed by one or more employees within the same group or division of Wells Fargo Bank, National
Association, or where the groups or divisions responsible for performing the obligations in such capacities have one or more of
the same Responsible Officers;


 


(xii)         
Nothing herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable
law; and


 


(xiii)        
Nothing herein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder with respect
to its rights and protections relative to the Trust.


 


Each
of the Certificate Administrator, Custodian, Certificate Registrar, 17g-5 Information Provider and Authenticating Agent shall
be entitled to the same rights, indemnities, 






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immunities,
privileges and protections afforded to the Trustee hereunder in the same manner as if such party were the named Trustee herein.


 


Section 8.03       
Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates, Mortgage Loans. The recitals
contained herein and in the Certificates, other than the acknowledgments of the Trustee or the Certificate Administrator in Sections 
2.02 and 2.04 and the signature, if any, of the Certificate Registrar and Authenticating Agent set forth on any outstanding
Certificate, shall be taken as the statements of the Depositor, the Master Servicer or the Special Servicer, as the case may be,
and the Trustee or the Certificate Administrator assume no responsibility for their correctness. Neither the Trustee nor the Certificate
Administrator makes any representations as to the validity or sufficiency of this Agreement (other than as to this Agreement being
a valid obligation of the Trustee and the Certificate Administrator) or of any Certificate (other than as to the signature, if
any, of the Trustee or the Certificate Administrator set forth thereon) or of any Mortgage Loan or related document. Neither the
Trustee nor the Certificate Administrator shall be accountable for the use or application by the Depositor of any of the Certificates
issued to it or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor in respect
of the assignment of the Mortgage Loan to the Trust, or any funds deposited in or withdrawn from the Collection Account or any
other account by or on behalf of the Depositor, the Master Servicer, the Special Servicer or in the case of the Trustee, the Certificate
Administrator. The Trustee and the Certificate Administrator shall not be responsible for and may rely upon the accuracy or content
of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the
Master Servicer or the Special Servicer and accepted by the Trustee or the Certificate Administrator, in good faith, pursuant
to this Agreement.


 


Section 8.04       
Trustee or Certificate Administrator May Own Certificates. The Trustee or the Certificate Administrator, each in its individual
capacity, not as Trustee or Certificate Administrator, may become the owner or pledgee of Certificates, and may deal with the
Depositor, the Master Servicer, the Special Servicer or the Underwriters in banking transactions, with the same rights it would
have if it were not Trustee or the Certificate Administrator.


 


Section 8.05       
Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator.   (a)   As
compensation for the performance of its duties hereunder, the Trustee shall be paid its portion of the Certificate Administrator/Trustee
Fee, which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. As compensation for the performance
of its duties hereunder, the Certificate Administrator shall be paid its portion of the Certificate Administrator/Trustee Fee,
which shall cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator. The Certificate Administrator
shall pay the Trustee the Trustee’s portion of the Certificate Administrator/Trustee Fee. The Certificate Administrator/Trustee
Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan 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 






 






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Mortgage
Loan, as applicable, and a 360-day year consisting of twelve 30-day months. The Certificate Administrator/Trustee Fee (which shall
not be limited to any provision of law in regard to the compensation of a trustee of an express trust) shall constitute the Trustee’s
and the Certificate Administrator’s sole form of compensation for all services rendered by them in the execution of the
trusts hereby created and in the exercise and performance of any of the powers and duties of the Trustee and Certificate Administrator
hereunder, except for the reimbursement of expenses specifically provided for herein. The Certificate Administrator/Trustee Fee
shall not be payable with respect to any Companion Loan.


 


(b)             The Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity)
and any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall
be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Account, 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 enforcement of this indemnity, and of investigation, counsel fees, damages, judgments
and amounts paid in settlement, and expenses incurred in becoming the successor to the Master Servicer or the Special Servicer,
to the extent not otherwise paid hereunder) arising out of, or incurred in connection with, any act or omission of the Trustee
or the Certificate Administrator, respectively, relating to the exercise and performance of any of the powers, rights and duties
of the Trustee or the Certificate Administrator, respectively (including in any capacities in which they serve, such as paying
agent, REMIC Administrator, Authenticating Agent, Custodian, Certificate Registrar and 17g-5 Information Provider), hereunder;
provided, however, that none of the Trustee or the Certificate Administrator, nor any of the other above specified
Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable overhead, (ii) expenses
or disbursements incurred or made by or on behalf of the Trustee or the Certificate Administrator, respectively, in the normal
course of the Trustee or the Certificate Administrator, respectively, performing its duties in accordance with any of the provisions
hereof, which are not “unanticipated expenses of the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii),
(iii) any expense or liability specifically required to be borne thereby pursuant to the terms hereof or (iv) any loss,
liability or expense incurred by reason of willful misconduct, bad faith or negligence in the performance of the Trustee’s
or the Certificate Administrator’s, respectively, obligations and duties hereunder, or by reason of negligent disregard
of such obligations or duties, or as may arise from a breach of any representation or warranty of the Trustee specified in Section 8.12
or the Certificate Administrator specified in Section 8.14, respectively, made herein. The provisions of this
Section 8.05(b) shall survive the termination of this Agreement and any resignation or removal of the Trustee or the
Certificate Administrator, respectively, and appointment of a successor thereto. The foregoing indemnity shall also apply to the
Certificate Administrator in all of its capacities hereunder, including Custodian, Certificate Registrar and Authenticating Agent.


 


(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


 






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available
information to a Privileged Person that is an NRSRO, of its obligations under this Agreement or (ii) negligence, bad faith
or willful misconduct on the part of the Certificate Administrator, in its capacity as 17g-5 Information Provider or in any
other capacity in which the Certificate Administrator is required to make available information to a Privileged Person that is
an NRSRO, in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement.


 


Section 8.06       
Eligibility Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator
hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national
banking association or a trust company, organized and doing business under the laws of any state or the United States of America,
authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a
combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority
and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period
when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant
to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation, (iii) an institution
whose long-term senior unsecured debt is rated at least “BBB+” by S&P, “A-” by Fitch and, if rated
by KBRA, “A” by KBRA; provided that the Trustee shall not become ineligible
to serve based on a failure to satisfy such rating requirements as long as (a) it maintains a long-term unsecured debt rating
of no less than “BBB” by S&P and “A-“ by Fitch, (b) its short term debt obligations have a short term
rating of not less than “A-1” from S&P and “F1” by Fitch and (c) the Master Servicer maintains a long
term unsecured rating of at least “A” by S&P and “A+” by Fitch; provided that nothing in this
proviso shall impose on the Master Servicer any obligation to maintain such rating; provided, further, that if any
such institution is not rated by DBRS or KBRA, it maintains an equivalent (or higher) rating by any two other NRSROs (which may
include any of the Rating Agencies) or such other rating with respect to which the Rating Agencies have provided a Rating Agency
Confirmation and (iv) an entity that is not a Prohibited Party.


 


If
such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be
its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business
from which the Certificate Administrator administers the Trust REMICs or the Grantor Trust or in which the Trustee’s office
is located is in a state or local jurisdiction that imposes a tax on the Trust on the net income of a REMIC (other than a tax
corresponding to a tax imposed under the REMIC Provisions) or a grantor trust, the Certificate Administrator or the Trustee, as
applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07,
(ii) pay such tax at no expense to the Trust or (iii) administer the Trust REMICs and/or the Grantor Trust, as applicable,
from a state and local jurisdiction that does not impose such a tax.


 


Section 8.07       
Resignation and Removal of the Trustee and Certificate Administrator. (a)  The
Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by giving written
notice thereof to the Depositor, the


 






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Master
Servicer, the Special Servicer and the Trustee or the Certificate Administrator, as applicable, the Operating Advisor, the Asset
Representations Reviewer, 17g-5 Information Provider and to all Certificateholders. The Certificate Administrator shall post
such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b) and provide notice
of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall
promptly post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).
Upon receiving such notice of resignation, the Depositor shall use its reasonable best efforts to promptly appoint a successor
trustee or successor certificate administrator acceptable to the Master Servicer and, prior to the occurrence and continuance
of a Control Termination Event, the Directing Holder by written instrument, in duplicate, which instrument shall be delivered
to the resigning Trustee or Certificate Administrator and to the successor trustee or certificate administrator. A copy of such
instrument shall be delivered to the Master Servicer, the Special Servicer, the Certificateholders and the Trustee or Certificate
Administrator, as applicable, by the Depositor. The resigning Trustee or Certificate Administrator, as the case may be, shall
pay all costs and expenses associated with the transfer of its duties. If no successor trustee or certificate administrator shall
have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the
resigning Trustee or Certificate Administrator may petition any court of competent jurisdiction for the appointment of a successor
trustee or certificate administrator, as applicable. The Trust shall pay all costs and expenses associated with such petition.


 


(b)             If at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.06
(and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign after written request
therefor by the Depositor or the Master Servicer, or if at any time the Trustee or Certificate Administrator shall become incapable
of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of its
property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or
of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Certificate Administrator
(if different than the Trustee) shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer
to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee’s or Certificate Administrator’s,
as applicable, reasonable control) to timely publish any report to be delivered, published or otherwise made available by the
Certificate Administrator pursuant to Section 4.02 and such failure shall continue unremedied for a period of five
(5) days, or if the Certificate Administrator fails to make distributions required pursuant to Section 4.01 or Section 9.01,
then the Depositor may remove the Trustee or Certificate Administrator, as applicable, and appoint a 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


 






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any
court of competent jurisdiction for the appointment of a successor trustee or certificate administrator, as applicable, at the
expense of the Trust.


 


(c)             The Holders of Certificates entitled to at least 50% of the Voting Rights may upon thirty (30) days’ prior written notice,
with or without cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or certificate administrator
by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized,
one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee or Certificate
Administrator so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the
Depositor, the Special Servicer and the remaining Certificateholders by the Master Servicer. In the event of any such termination
without cause pursuant to this Section 8.07(c), the successor trustee or certificate administrator, as applicable,
shall be responsible for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(d)             Any resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate administrator
pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment
by the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate Administrator
shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed
with respect to any related Companion Loan. Further, the resigning Trustee or Certificate Administrator, as the case may be, shall
pay all costs and expenses associated with the transfer of its duties.


 


If
the same party is acting as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party
in its capacity as Trustee or Certificate Administrator, as applicable, shall also result in such party’s removal in its
capacity as Trustee or Certificate Administrator, as applicable, and the Depositor shall appoint a successor certificate administrator
and a successor trustee, in each instance meeting the eligibility requirements set forth hereunder.


 


Upon
any succession of the Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator
shall be entitled to the payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for
services rendered and expenses incurred (including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator
shall be personally liable for any action or omission of any successor trustee or certificate administrator.


 


(e)             Upon the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the
termination of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note for each
Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee),
without recourse, representation or warranty, express or implied, to the order of the successor, as trustee for the registered
Holders of CSAIL 2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CX9 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


 






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documents
to such successor, and such successor shall review the documents delivered to it or to the Custodian with respect to each Mortgage
Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has
been made; (b) if any original executed Mortgage Note for a Mortgage Loan was not endorsed to the outgoing trustee, the Custodian
shall, upon its receipt of a Request for Release, deliver such Mortgage Note to the Depositor or the successor trustee, as requested,
and the Master Servicer and the Depositor shall cooperate with any successor trustee to ensure that such Mortgage Note is endorsed
(without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered
Holders of CSAIL 2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CX9 or in blank;
provided, however, that, notwithstanding anything to the contrary herein, to the extent any such endorsement of
such Mortgage Note requires the signature of the related Mortgage Loan Seller in order to comply with the foregoing, then the
Master Servicer shall use reasonable efforts to cause the related Mortgage Loan Seller to execute such endorsement; (c) if
any other assignable Mortgage Loan document was not assigned to the outgoing trustee, the Custodian shall, upon its receipt of
a Request for Release, deliver such Mortgage Loan document to the Depositor or the successor trustee, as requested, and the Master
Servicer and the Depositor shall cooperate with any successor trustee to ensure that such Mortgage Loan document is assigned to
such successor trustee; and (d) in any case, such successor trustee shall review the documents delivered to it or to the
Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement,
such endorsements and assignments have been made or, in the event such endorsement or assignment cannot be made for any reason,
to note the same in such certification.


 


(f)             
Neither the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.


 


Section 8.08       
Successor Trustee or Certificate Administrator. (a)  Any
successor trustee or certificate administrator appointed as provided in Section 8.07 shall execute, acknowledge and
deliver to the Depositor, the Master Servicer, the Special Servicer and to its predecessor Trustee or Certificate Administrator
an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate
Administrator shall become effective and such successor trustee or certificate administrator without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as Trustee or Certificate Administrator herein. The predecessor Trustee shall deliver to the
successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files
at the time held on its behalf by a Custodian, which 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


 






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acceptance
such successor trustee or successor certificate administrator, as applicable, shall be eligible under the provisions of Section 8.06.


 


(c)             Upon acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08,
the Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable, to the
Depositor and the Certificateholders. If the Master Servicer fails to deliver such notice within ten (10) days after acceptance
of appointment by the successor trustee or successor certificate administrator, as applicable, such successor trustee or successor
certificate administrator shall cause such notice to be delivered at the expense of the Master Servicer.


 


Section 8.09       
Merger or Consolidation of Trustee or Certificate Administrator. Any Person into which the Trustee or the Certificate Administrator
may be merged or converted or with which it may be consolidated or any Person resulting from any merger, conversion or consolidation
to which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding to all or substantially all of
the corporate trust business of the Trustee or the Certificate Administrator shall be the successor of the Trustee or the Certificate
Administrator, as applicable, hereunder; provided that, in the case of the Trustee, such successor person shall be eligible
under the provisions of Section 8.06, without the execution or filing of any paper or any further act on the part
of any of the parties hereto, anything herein to the contrary notwithstanding. The Certificate Administrator shall post such notice
to the Certificate Administrator’s Website in accordance with Section 3.13(b) and shall provide notice of such
event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall post such
notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Section 8.10       
Appointment of Co-Trustee or Separate Trustee. (a)  Notwithstanding any other provisions hereof, at any time,
for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing
the same may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees,
jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such
Person or Persons, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this
Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider
necessary or desirable. If the Master Servicer shall not have joined in such appointment within fifteen (15) days after the receipt
by it of a request to do so, or in case a Servicer Termination Event shall have occurred and be continuing, the Trustee alone
shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be 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


 






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which
any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or the Special
Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights,
powers, duties and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall
be exercised and performed by such separate trustee or co-trustee at the direction of the Trustee.


 


(c)              Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then-separate
trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or
co-trustee shall refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee,
upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment,
either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically
including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to,
the Trustee. Every such instrument shall be filed with the Trustee.


 


(d)             Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full
power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf
and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by
law, without the appointment of a new or successor trustee.


 


(e)             The appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its
duties and responsibilities hereunder.


 


Section 8.11       
Appointment of Custodians. The Certificate Administrator is hereby appointed as the Custodian to hold all or a portion
of the Mortgage Files. The Custodian shall be a depository institution subject to supervision by federal or state authority, shall
have combined capital and surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction in which it
holds any Mortgage File. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the
Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator.
Upon termination or resignation of the Custodian, the Certificate Administrator may appoint another Custodian meeting the foregoing
requirements. The appointment of one or more Custodians by the Certificate Administrator shall not relieve the Certificate Administrator
from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of
any Custodian. Any Custodian appointed 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


 






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and
the Certificate Administrator for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)            The Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United
States of America;


 


(ii)           The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement
by the Trustee, will not violate the Trustee’s charter and by-laws or constitute a default (or an event which, with
notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other
instrument to which it is a party or which is applicable to it or any of its assets;


 


(iii)         
The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has
duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(iv)         
This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally
and the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless
of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)          
The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the
terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order,
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee’s
good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations
under this Agreement;


 


(vi)          No litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit
the Trustee from entering into this Agreement or, in the Trustee’s good faith and reasonable judgment, is likely to materially
and adversely affect the ability of the Trustee to perform its obligations under this Agreement;


 


(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


 






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a
materially adverse effect on the ability of the Trustee to perform its obligations hereunder; and


 


(viii)        To its actual knowledge, the Trustee is not Risk Retention Affiliated with the Third Party Purchaser.


 


Section 8.13       
Provision of Information to Certificate Administrator, Master Servicer and Special Servicer. The Master Servicer shall
promptly, upon request, provide the Special Servicer and the Certificate Administrator with notice of any change in the identity
and/or contact information of any Serviced Companion Noteholder (to the extent it receives written notice of such change). The
Certificate Administrator, Master Servicer and Special Servicer may each conclusively rely on the information provided to them
regarding identity and/or contact information regarding any Serviced Companion Noteholder, and the Certificate Administrator,
Master Servicer and Special Servicer, as applicable, shall have no liability for notices not sent to the correct Serviced Companion
Noteholders or any obligation to determine the identity and/or contact information of the Serviced Companion Noteholders to the
extent updated or correct information regarding the holders of any of the Serviced Companion Noteholders or the most recent identity
and/or contact information regarding any of the Serviced Companion Noteholders has not been provided to the Certificate Administrator,
Master Servicer or Special Servicer, as applicable.


 


Section 8.14       
Representations and Warranties of the Certificate Administrator. The Certificate Administrator hereby represents and warrants
to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced
Companion Noteholder, and the Trustee, for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)            The Certificate Administrator is a national banking association duly organized under the laws of the United States of America,
duly organized, validly existing and in good standing under the laws thereof;


 


(ii)           The execution and delivery of this Agreement by the Certificate Administrator, and the performance and compliance with the terms
of this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s charter and by-laws
or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result
in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its
assets;


 


(iii)           The Certificate Administrator has the full power and authority to enter into and consummate all transactions contemplated by this
Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)         
This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance with
the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization,


 






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moratorium
and other laws affecting the enforcement of creditors’ rights generally and the rights of creditors of national banking
associations specifically and (b) general principles of equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;


 


(v)          
The Certificate Administrator is not in violation of, and its execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter,
or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the
Certificate Administrator’s good faith and reasonable judgment, is likely to affect materially and adversely either the
ability of the Certificate Administrator to perform its obligations under this Agreement or the financial condition of the Certificate
Administrator;


 


(vi)          No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate
Administrator which would prohibit the Certificate Administrator from entering into this Agreement or, in the Certificate Administrator’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Certificate Administrator
to perform its obligations under this Agreement or the financial condition of the Certificate Administrator;


 


(vii)        
No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery
and performance by the Certificate Administrator, or compliance by the Certificate Administrator with, this Agreement or the consummation
of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been
obtained or cannot be obtained prior to the actual performance by the Certificate Administrator of its obligations under this
Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Certificate Administrator
to perform its obligations hereunder; and


 


(viii)       
To its actual knowledge, the Certificate Administrator is not Risk Retention Affiliated with the Third Party
Purchaser.


 


Section 8.15       
Compliance with the PATRIOT Act. In order to comply with the laws, rules, regulations and executive orders in effect from
time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering
(“Applicable Laws”), each of the Trustee, the Certificate Administrator, the Special Servicer and the Master
Servicer is required to obtain, verify and record certain information relating to individuals and entities which maintain a business
relationship with the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as applicable, arising
out of the Trust or this Agreement. Accordingly, each of the parties to this Agreement agrees to provide to the Trustee, the Certificate
Administrator, the Special Servicer and the Master Servicer, upon its respective reasonable request from time to time such identifying
information and documentation as may be available for such party in order to enable the Trustee, the Certificate Administrator,
the Special Servicer and the Master Servicer to comply with Applicable Laws.


 






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[End
of ARTICLE VIII]


 


Article IX



TERMINATION


 


Section 9.01       
Termination upon Repurchase or Liquidation of All Mortgage Loans. Subject to this Section 9.01 and Section 9.02,
the Trust and the respective obligations and responsibilities under this Agreement of the Certificate Administrator (other than
the obligations of the Certificate Administrator to provide for and make payments to Certificateholders as hereafter set forth),
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, 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 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 Specially Serviced Loans and REO Loans) included in the Trust Fund, (2) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust Fund (such Appraisals in clause (a)(2) to be conducted
by an Independent MAI-designated appraiser selected by the Master Servicer, and approved by more than 50% of the Voting Rights
of the Classes of Certificates then outstanding (other than the Controlling Class unless the Controlling Class is the only Class
of Certificates then outstanding)) (which approval shall be deemed given unless more than 50% of such Certificateholders object
within twenty (20) days of receipt of notice thereof), (3) the reasonable out-of-pocket expenses of the Master Servicer
with respect to such termination, unless the Master Servicer is the purchaser of such Mortgage Loans and (4) if a Mortgaged Property
secures a Non-Serviced Mortgage Loan and is an “REO property” under the terms of the related Non-Serviced PSA, the
pro rata portion of the fair market value of the related Mortgaged Property, as determined by the related Non-Serviced
Master Servicer in accordance with clause (2) and (3) above, minus (b) solely in the case where the Master Servicer
is exercising such purchase right, the aggregate amount of unreimbursed Advances, together with any interest accrued and payable
to the Master Servicer in respect of such Advances in accordance with Section  3.03(d) and Section  4.03(d)
and any unpaid Servicing Fees, remaining outstanding and payable solely to the Master Servicer (which items shall be deemed
to have been paid or reimbursed to the Master Servicer in connection with such purchase) or (iii) if the Certificate Balances
and Notional Amounts, as applicable, of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class
X-B, Class A-S, Class B, Class C and Class D Certificates have been reduced to zero, the voluntary exchange by the Sole Certificateholder
of all the outstanding Certificates (other than the Class Z and Class R Certificates and the VRR Interest) and the payment or
deemed payment by such exchanging party of the Termination Purchase Amount) for the remaining Mortgage Loans 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


 






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of
twenty-one (21) years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of
the United States to the Court of St. James’s, living on the date hereof.


 


Following
the date on which the Certificate Balances and Notional Amounts, as applicable, of the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C and Class D Regular Interests have been reduced
to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates
(other than the Class Z and Class R Certificates and the VRR Interest)), the Sole Certificateholder shall have the right, with
the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates and the
VRR Interest) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans 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) an amount equal to the product of (y) the VRR Retention Percentage and (z) the Termination
Purchase Amount to be paid to the Holders of the VRR Interest in exchange for the surrender of the VRR Interest, (b) an amount
equal to the product of (x) 1.00 minus the VRR Retention Percentage and (y) the Termination Purchase Amount to be paid to the
Trust, plus (z) all amounts due and owing to the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Certificate
Administrator hereunder through the date of the liquidation of the Trust that may be withdrawn from the Collection Account, or
an escrow account acceptable to the respective parties hereto, pursuant to Section 3.05(a) or that may be withdrawn
from the Distribution Account pursuant to Section 3.05(a), but only to the extent that such amounts are not already
on deposit in the Collection Account, and (ii) be deemed to pay to the Trust (which amount shall be further deemed distributed
to the Holders of all outstanding Certificates) an amount equal to the Termination Purchase Amount. In addition, the Master Servicer
shall transfer all amounts required to be transferred to the Lower-Tier REMIC Distribution Account and Excess Interest Distribution
Account on the P&I Advance Date related to such Distribution Date in which the final distribution on the Certificates is to
occur from the Collection Account pursuant to the first paragraph of Section 3.04(b) (provided, however,
that if a Serviced Whole Loan is secured by REO Property, the portion of the above-described purchase price allocable to such
Trust’s portion of REO Property shall initially be deposited into the related REO Account). Upon confirmation that such
final deposits have been made and following the surrender of all its Certificates (other than the Class Z Certificates and Class
R Certificates) on the applicable Distribution Date, the Custodian shall, upon receipt of a Request for Release from the Master
Servicer, release or cause to be released to the Sole Certificateholder or any designee thereof, the Mortgage Files for the remaining
Mortgage Loans and 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


 






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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 the aggregate Stated
Principal Balance of the Mortgage Loans and any REO Mortgage Loans held by the Trust is less than 1.0% of the aggregate Cut-off
Date Balance of the Mortgage Loans as set forth in the Preliminary Statement. This purchase shall terminate the Trust and retire
the then-outstanding Certificates.


 


In
the event that the Master Servicer or the Special Servicer purchases, or the Holders of the majority of the Controlling Class
or the Holders of the Class R Certificates purchase, all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund in accordance with the preceding sentence, the Master Servicer, the Special Servicer, the Holders
of the majority of the Controlling Class or the Holders of the Class R
Certificates, as applicable, shall deposit in the Lower-Tier REMIC Distribution Account not later than the P&I Advance
Date relating to the Distribution Date on which the final distribution on the Certificates is to occur, an amount in immediately
available funds equal to the above-described purchase price (exclusive of any portion thereof payable to any Person other
than the Certificateholders pursuant to Section 3.05(a), which portion shall be deposited in the Collection Account).
In addition, the Master Servicer shall transfer to the Lower-Tier REMIC Distribution Account all amounts required to be transferred
thereto on such P&I Advance Date from the Collection Account pursuant to the first paragraph of Section 3.04(b),
together with any other amounts on deposit in the Collection Account that would otherwise be held for future distribution. Upon
confirmation that such final deposits and payments have been made, the Custodian shall release or cause to be released to the
Master Servicer, the Special Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates,
as applicable, the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments
furnished to it by the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling Class or the Holders
of the Class


 






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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(c) to the Upper-Tier REMIC Distribution Account, in each case pursuant to
Section 3.04(b) and upon presentation and surrender of the Certificates by the Certificateholders on the final Distribution
Date, the Certificate Administrator shall distribute to each Certificateholder so presenting and surrendering its Certificates
(i) such Certificateholder’s Percentage Interest of that portion of the amounts then on deposit in the Upper-Tier
REMIC Distribution Account that are allocable to payments on the Class of Regular Certificates so presented, (ii) to Holders
of the Class V1-Z, Class V2-Z and Class Z Certificates so presented, any amounts remaining on deposit in the 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 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 Section 4.01(c). 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


 






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of
the Class R Certificates purchase, all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the
Trust Fund as provided in Section 9.01, the Upper-Tier REMIC and Lower-Tier REMIC shall be terminated in accordance
with the following additional requirements, which meet the definition of a “qualified liquidation” in Section 860F(a)(4)
of the Code:


 


(i)            the Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the date
of mailing of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’
final Tax Returns pursuant to Treasury Regulations Section 1.860F-1;


 


(ii)           during the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates, the
Certificate Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the Master Servicer,
the Special Servicer, the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable, for cash;
and


 


(iii)          within such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular
Interests and the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited,
to the Holders of the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC)
and in respect of the Class UR Interest (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained
to meet claims), and the Trust (if applicable) or the related Trust REMIC(s) shall terminate at that time.


 


[End
of ARTICLE IX]


 


Article X



ADDITIONAL REMIC PROVISIONS


 


Section 10.01   
REMIC Administration. (a)  The Certificate Administrator
shall make elections or cause elections to be made to treat each Trust REMIC as a REMIC under the Code and, if necessary, under
Applicable State and Local Tax Law. Each such election will be made on Form 1066 or other appropriate federal tax return
for the taxable year ending on the last day of the calendar year in which the Lower-Tier Regular Interests 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. None of the Special
Servicer, the Master Servicer or the Trustee shall permit the creation of any “interests” (within the meaning of Section 860G
of the Code) in any Trust REMIC other than the foregoing interests.


 


(b)            The Closing Date is hereby designated as the “startup day” (the “Startup Day”) of each Trust REMIC within
the meaning of Section 860G(a)(9) of the Code.


 






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(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 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


 



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Section
860G(d) of the Code, but not including the tax on “net income from foreclosure property”) (either such event, an “Adverse
REMIC Event”) unless the Certificate Administrator receives an Opinion of Counsel (at the expense of the party seeking
to take such action or, if such party fails to pay such expense, and the Certificate Administrator determines that taking such
action is in the best interest of the Trust and the Certificateholders, at the expense of the Trust, but in no event at the expense
of the Certificate Administrator or the Trustee) to the effect that the contemplated action will not, with respect to the Trust,
any Trust REMIC created hereunder, endanger such status or, unless the Certificate Administrator determines in its sole discretion
to indemnify the Trust against such tax, result in the imposition of such a tax (not including a tax on “net income from
foreclosure property”). The Trustee shall not take or fail to take any action (whether or not authorized hereunder) as to
which the Certificate Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an
Adverse REMIC Event could occur with respect to such action. The Certificate Administrator may consult with counsel to make such
written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement,
but in no event at the expense of the Certificate Administrator or the Trustee. At all times as may be required by the Code, the
Certificate Administrator will to the extent within its control and the scope of its duties more specifically set forth herein,
maintain substantially all of the assets of each Trust REMIC as “qualified mortgages” as defined in Section 860G(a)(3)
of the Code and “permitted investments” as defined in Section 860G(a)(5) of the Code.


 


(g)          In
the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or
additions to tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders
of the Certificates, except as provided in the last sentence of this Section 10.01(g); provided that with respect
to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c) of
the Code or any similar tax imposed by a state or local tax authority, the Special Servicer shall retain in the related REO Account
a reserve for the payment of such taxes in such amounts and at such times as it shall deem appropriate (or as advised by the Certificate
Administrator in writing), and shall remit to the Master Servicer such reserved amounts as the Master Servicer shall request in
order to pay such taxes. Except as provided in the preceding sentence, the Master Servicer shall withdraw from the Collection
Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed
by any Trust REMIC (but such authorization shall not prevent the Certificate Administrator from contesting, at the expense of
the Trust (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings,
and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Certificate Administrator
is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any “prohibited
transaction” under Section 860F(a) of the Code or the amount of any taxable contribution to any Trust REMIC after the Startup
Day that is subject to tax under Section 860G(d) of the Code and use such income or amount, to the extent necessary, to pay such
prohibited transactions tax. To the extent that any such tax (other than any such tax paid in respect of “net income from
foreclosure property”) is paid to the Internal Revenue Service or applicable state or local tax authorities, the Certificate
Administrator shall retain an equal amount from future amounts otherwise distributable to the Holders of Class R Certificates
(as applicable) and shall distribute such retained amounts, (x) in the case of the Lower-Tier Regular Interests, to the Upper
Tier REMIC to the extent they are


 



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fully
reimbursed for any Realized Losses arising therefrom and then to the Holders of the Class R Certificates in respect of the Class
LR Interest in the manner specified in Section 4.01(c) and (z) in the case of the Upper-Tier REMIC, to the Holders of the
Principal Balance Certificates in the manner specified in Section 4.01(a) or Section 4.01(b), as applicable, to
the extent they are fully reimbursed for any Realized Losses arising therefrom and then to the Holders of the Class R Certificates
in respect of the Class UR Interest. None of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer
shall be responsible for any taxes imposed on any Trust REMIC except to the extent such taxes arise as a consequence of a breach
of their respective obligations under this Agreement which breach constitutes willful misconduct, bad faith, or negligence by
such party.


 


(h)         The
Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect
to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


 


(i)           Following
the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets to any Trust REMIC
unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense of the party seeking
to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause an Adverse REMIC
Event to occur.


 


(j)           Neither
the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC will receive
a fee or other compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets other than
“qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined
in Section 860G(a)(5) of the Code.


 


(k)          Solely
for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” by which
(i) the Certificate Balance or Notional Amount of each Class of Regular Interests representing a “regular interest”
in the Upper-Tier REMIC would be reduced to zero and (ii) the Lower-Tier Principal Amount of each Class of Lower-Tier Regular
Interests representing a “regular interest” in the Lower-Tier REMIC 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


 



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Trust REMIC
to be subject to a tax on “prohibited transactions” pursuant to the REMIC Provisions.


 


(m)         The
Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator
is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221 of the Code (or
successor provisions) to any Trust REMIC and (ii) to avoid payment by any Trust REMIC under Section 6225 of the Code (or successor
provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on any Holder
of Class R Certificate, past or present. Each Holder of Class R Certificate agrees, by acquiring such Certificate, to any such
elections.


 


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


 



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and must be organized and doing business under the laws of the United States of America or of any State and be subject to supervision
or examination by federal or state authorities. In the absence of any other Person appointed in accordance herewith acting as
REMIC Administrator, the Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof.
If Wells Fargo Bank, National Association is removed as Certificate Administrator, then Wells Fargo Bank, National Association
shall be terminated as REMIC Administrator.


 


(b)        
Any Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person
succeeding to the corporate agency business of any REMIC Administrator, shall continue to be 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


 



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change over time, due to interpretive guidance
provided by the Commission or its staff, and agree to comply with requests made by the Depositor (or any Other Depositor or
Other Trustee of any Other Securitization that includes a Serviced Companion Loan) in good faith for delivery of information
under these provisions on the basis of such evolving interpretations of Regulation AB (to the extent such interpretations
require compliance and are not “grandfathered”). In connection with the CSAIL 2017-CX9 Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2017-CX9, and any Other Securitization subject to Regulation AB that
includes a Serviced Companion Loan, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Custodian and the Certificate Administrator shall cooperate fully with the Depositor and the Certificate Administrator,
and any Other Depositor, Other Trustee and Other Certificate Administrator of any Other Securitization that includes a
Serviced Companion Loan, as applicable, to deliver or make available to the Depositor or the Certificate Administrator, and
any such Other Depositor, Other Trustee or Other Certificate Administrator, as applicable (including any of its assignees or
designees), any and all statements, reports, certifications, records and any other information (in its possession or
reasonably attainable) necessary in the reasonable good faith determination of the Depositor or such Other Depositor, as
applicable, to permit the Depositor or such Other Depositor, as applicable, to comply with the provisions of Regulation AB,
together with such disclosures relating to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the
Custodian, the Asset Representations Reviewer and the Certificate Administrator, as applicable, and any Sub-Servicer, or
the servicing of the Mortgage Loans (and the related Serviced Companion Loan, if applicable), reasonably believed by the
Depositor or the related Other Depositor to be necessary in order to effect such compliance. Each party to this Agreement
shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any
event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor and each
Other Depositor to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party
has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall
not be required to bring any legal action against such third party in connection with such obligation.


 


Section
11.02     Succession; Subcontractors. (a) As a condition to the succession to the Master Servicer and the Special
Servicer or to any Sub-Servicer (but only if such Sub-Servicer is a Servicing Function Participant and a servicer as
contemplated by Item 1108(a)(2)) as servicer or sub-servicer under this Agreement by any Person (i) into which the Master
Servicer and the Special Servicer or such Sub-Servicer may be merged or consolidated, or (ii) which may be appointed as a
successor to the Master Servicer and the Special Servicer or to any such Sub-Servicer, the person removing and replacing the
Master Servicer and the Special Servicer shall provide to the Depositor, the Certificate Administrator and each Other
Depositor, as applicable, at least fifteen (15) calendar days prior to the effective date of such succession or appointment
(or such shorter period as is agreed to by the Depositor), (x) written notice to the Depositor, the Other Depositor and the
Other Certificate Administrator of such succession or appointment and (y) in writing and in form and substance reasonably
satisfactory to the Depositor, all information relating to such successor reasonably requested by the Depositor, the Other
Depositor and the Other Certificate Administrator in order to comply with its reporting obligation under Item 6.02 of Form
8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange Act); provided,


 



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however
that if disclosing such information prior to such effective date would violate any applicable law or confidentiality
agreement, the Master Servicer, the Special Servicer or any Additional Servicer, as the case may be, shall submit such
disclosure to the Depositor and the Other Depositor no later than the first Business Day after the effective date of such
succession or appointment.


 


(b)         Each
of the Master Servicer, the Special Servicer, the Sub-Servicer, the Trustee, the Operating Advisor (subject to Section 3.26(p)),
the Asset Representations Reviewer and the Certificate Administrator (each of the Master Servicer, the Special Servicer, the Trustee,
the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator and each Sub-Servicer, for purposes
of this Section 11.02, a “Servicer”) is permitted to utilize one or more Subcontractors to perform certain
of its obligations hereunder. If such Subcontractor will be a Servicing Function Participant, such Servicer shall promptly upon
written request provide to the Depositor or any Mortgage Loan Seller (and any Other Trustee, Other Certificate Administrator and
Other Depositor related to any Other Securitization that includes a related Serviced Companion Loan) a written description (in
form and substance satisfactory to the Depositor, such Mortgage Loan Seller or such Other Trustee, Other Certificate Administrator
or Other Depositor, as applicable) of the role and function of each Subcontractor utilized by such Servicer, specifying (i) the
identity of such Subcontractor and (ii) the elements of the Servicing Criteria that will be addressed in assessments of compliance
provided by each such Subcontractor. As a condition to the utilization by such Servicer of any Subcontractor determined to be
a Servicing Function Participant, such Servicer shall (i) with respect to any such Subcontractor engaged by such Servicer that
is an Initial Sub-Servicer, use commercially reasonable efforts to cause, and (ii) with respect to any other subcontractor with
which it has entered into a servicing relationship, cause such Subcontractor used by such Servicer for the benefit of the Depositor
and the Trustee (and any Other Trustee, Other Certificate Administrator and Other Depositor related to any Other Securitization
that includes a related Serviced Companion Loan) to comply with the provisions of Section 11.10 and Section 11.11
of this Agreement to the same extent as if such Subcontractor were such Servicer. With respect to any Servicing Function Participant
engaged by such Servicer that is an Initial Sub-Servicer, such Servicer shall be responsible for using commercially reasonable
efforts to obtain, and with respect to each other Servicing Function Participant engaged by such Servicer, such Servicer shall
obtain from each such Servicing Function Participant and deliver to the applicable Persons any assessment of compliance report
and related accountant’s attestation required to be delivered by such Subcontractor under Section 11.10 and Section
11.11, in each case, as and when required to be delivered. For the avoidance of doubt, the Custodian shall not be permitted
to utilize any Subcontractor to perform any of its obligations hereunder.


 


(c)       
 Notwithstanding the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in
connection with the performance of any of its duties under this Agreement, such Servicer shall be responsible for determining
whether such Subcontractor is a “servicer” within the meaning of Item 1101 of Regulation AB and whether any such
Subcontractor meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB. If a Servicer determines, pursuant to
the preceding sentence, that such Subcontractor is a “servicer” within the meaning of Item 1101 of Regulation AB
and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, then such Subcontractor shall be deemed to be a
Sub-Servicer for purposes of this Agreement, the engagement of such Sub-Servicer shall not be effective unless and until


 



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notice is given to the Depositor and the Certificate Administrator of any such Sub-Servicer and Sub-Servicing Agreement.
Other than with respect to the Initial Sub-Servicer, no Sub-Servicing Agreement shall be effective until fifteen (15) days
after such written notice is received by the Depositor and the Certificate Administrator (or such shorter period as is agreed
to by the Depositor). Such notice shall contain all information reasonably necessary to enable the Certificate Administrator
to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the
Exchange Act are required to be filed under the Exchange Act).


 


(d)         In
connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may be merged or consolidated,
or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written notice to the Depositor, the Certificate
Administrator and the 17g-5 Information Provider, which shall promptly post such notice to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c), in each case at least thirty (30) calendar days prior to the effective date of such
succession or appointment (or if such prior notice is violative of applicable law or any applicable confidentiality agreement,
no later than one (1) Business Day after such effective date of succession) and shall furnish to the Depositor and the Certificate
Administrator, in writing and in form and substance reasonably satisfactory to the Depositor and the Certificate Administrator,
all information reasonably necessary for the Certificate Administrator to accurately and timely report, pursuant to Section
11.07, the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required
to be filed under the Exchange Act).


 


(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


 



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or “significant obligor” as of the Closing Date other
than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate
agreement.


 


(b)         In
the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion of any Form
8-K, 10-D, ABS-EE or 10-K required to be filed by this Agreement because required disclosure information was either not delivered
to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator will promptly
notify the Depositor. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor, the Master Servicer, the Certificate Administrator,
the Operating Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A
or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. 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


 



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Date, (i) certain parties to this Agreement identified on Exhibit BB
hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function
Participant, with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the
case may be, has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Certificate
Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable;
provided that information relating to any REO Account to be reported under “Item 8: Other Information” on Exhibit
BB shall be reported by the Special Servicer to the Master Servicer within four (4) calendar days after the related Distribution
Date on Exhibit MM; (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure,
an Additional Disclosure Notification in the form attached hereto as Exhibit EE (except with respect to the reporting of
REO Account balances which shall be delivered in the form of Exhibit MM hereto) and (iii) the Depositor shall approve,
as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D.
Information delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
(or such other e-mail address as the Certificate Administrator may instruct) or by facsimile to 410-715-2380, Attn: CTS SEC Notifications.
Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance
by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties
any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the
Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to
this paragraph.


 


The
Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange
Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified
Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference to the most recent Form
ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index
Key” for each such filer and (iii) to the extent such information is provided to the Certificate Administrator by the Master
Servicer in the form of Exhibit MM hereto for inclusion therein within the time period described in this Section 11.04,
the balances of the REO Account (to the extent the related information has been received from the Special Servicer within the
time period specified in Section 11.04 hereof) and the Collection Account as of the related Distribution Date and as of
the immediately preceding Distribution Date, (iv) the balances of the Distribution Accounts, the Gain-on-Sale Reserve Account
and the Interest Reserve Account, in each case as of the related Distribution Date and as of the immediately preceding Distribution
Date and (v) incorporate the most recent Form ABS-EE filing by reference (which such Form ABS-EE shall be filed on or prior to
the filing of the applicable report on Form 10-D). The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b)
of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause
(ii) of this paragraph.


 


Form
10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90)


 



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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


 



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“Securitization”). The requesting Certificateholder or Certificate Owner is
interested in communicating with other Certificateholders and Certificate Owners with regard to the possible exercise of rights
under the pooling and servicing agreement governing the Securitization. Other Certificateholders and Certificate Owners may contact
the requesting Certificateholder or Certificate Owner at [telephone number], [email address] and/or [mailing address].”


 


(b)        After
preparing the Form 10-D and Form ABS-EE, the Certificate Administrator shall forward electronically copies of the Form 10-D and
Form ABS-EE to the Depositor for review no later than ten (10) calendar days after the related Distribution Date or, if the 10th
calendar day after the related Distribution Date is not a Business Day, the immediately preceding Business Day. Within two (2)
Business Days after receipt of such copies, but no later than the two (2) Business Days prior to the 15th calendar day after the
Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically)
of any changes to or approval of such Form 10-D and Form ABS-EE, and a duly authorized officer of the Depositor shall sign the
Form 10-D and Form ABS-EE and return an electronic or fax copy of such signed Form 10-D and Form ABS-EE (with an original executed
hard copy to follow by overnight mail) to the Certificate Administrator. Alternatively, if the Certificate Administrator agrees
in its sole discretion, the Depositor may deliver to the Certificate Administrator manually signed copies of a power of attorney
meeting the requirements of Item 601(b)(24) of Regulation S-K under the Securities Act, and certified copies of a resolution of
the Depositor’s board of directors authorizing such power of attorney, each to be filed with each Form 10-D and each Form
ABS-EE, as applicable, in which case the Certificate Administrator shall sign such Forms 10-D and Forms ABS-EE, as applicable,
as attorney in fact for the Depositor. As provided in Section 11.04(c), the Certificate Administrator shall file such Form
ABS-EE, upon receipt of the Depositor’s signature thereof, prior to the filing of the related Form 10-D. If a Form 10-D
or Form ABS-EE cannot be filed on time or if a previously filed Form 10-D or Form ABS-EE needs to be amended, the Certificate
Administrator shall follow the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the
Certificate Administrator shall make available on its Internet website a final executed copy of each Form 10-D or Form ABS-EE
filed by the Certificate Administrator. The signing party at the Depositor for any Form 10-D or Form ABS-EE can be contacted at
Credit Suisse Commercial Mortgage Securities Corp., 11 Madison Avenue, New York, New York 10010 Attention: Chuck Lee, fax number:
(212) 322-0965, email: chuck.lee@credit-suisse.com, with copies to: Credit Suisse, Commercial Real Estate & CMBS, One Madison
Ave, 9th Floor, New York, New York 10010, Attention: Sarah Nelson, fax number: (212) 743-2823, email: sarah.nelson@credit-suisse.com.
The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section
11.04(b) and Section 11.04(c) related to the timely preparation and filing of Form 10-D and Form ABS-EE, as applicable,
is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Section 11.04(b)
and Section 11.04(c). Neither the Trustee nor the Certificate Administrator shall have any liability for any loss,
expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely
file such Form 10-D or such Form ABS-EE, respectively, where such failure results from the Certificate Administrator’s inability
or failure to receive, on a timely basis, any information from any party to this Agreement needed to prepare, arrange for execution
or file such Form 10-D or such Form ABS-EE, respectively, not resulting from its own negligence, bad faith or willful misconduct.


 



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(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® Schedule AL File or Schedule AL Additional File. After preparing the Form ABS-EE, the Certificate
Administrator shall forward electronically a copy of such Form ABS-EE (together with the related CREFC® Schedule AL File
and any Schedule AL Additional File received by the Certificate Administrator in both XML format and tabular form)
concurrently with the related Form 10-D to the Depositor for review and approval. Any questions are to be directed to
ssreports@wellsfargo.com (or such other email address or phone number provided to the Certificate Administrator and Depositor
by written notice from the Master Servicer). The Master Servicer shall reasonably cooperate with the Depositor to answer any
reasonable questions that the Depositor may pose to the Master Servicer regarding the data or information contained in any
CREFC® Schedule AL File or Schedule AL Additional File (other than questions regarding data that is in the
Initial Schedule AL File, Initial Schedule AL Additional File or Annex A-1 to the Prospectus) as of the time the Master
Servicer delivered such CREFC® Schedule AL File or Schedule AL Additional File, as applicable, to the
Certificate Administrator. The Certificate Administrator, the Master Servicer and the Depositor shall each, to the extent
related to such party’s obligations hereunder, reasonably cooperate to remedy any filing errors regarding any
CREFC® Schedule AL File or any Schedule AL Additional File promptly.


 


Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.04 shall also be provided to
each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced
Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.04.


 


Section
11.05     Form 10-K Filings. (a) Within ninety (90) days after the end of each fiscal year of the Trust (it being understood
that the fiscal year for the Trust ends on December 31 of each year) or such earlier date as may be required by the Exchange Act
(the “10-K Filing Deadline”), commencing in March 2019, 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:


 



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(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


 


(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.


 



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As
set forth on Exhibit CC hereto, no later than March 1 of each year that the Trust is subject to the Exchange Act reporting
requirements, commencing in March 2019, (i) the parties listed on Exhibit CC shall be required to provide to the Certificate
Administrator and the Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has
actual knowledge, in EDGAR-Compatible Format or in such other format as otherwise agreed upon by the Certificate Administrator,
the Depositor and such providing parties, the form and substance of any Additional Form 10-K Disclosure, if applicable, (ii) the
parties listed on Exhibit CC hereto shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification
in the form attached hereto as Exhibit EE and (iii) the Depositor will approve, as to form and substance, or disapprove,
as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. Neither the Trustee nor the Certificate
Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit CC
of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information.
The Depositor will be responsible for any reasonable expenses incurred by the Trustee and the Certificate Administrator in connection
with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.


 


Form
10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such
required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past
ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than March 15th with respect to
the filing of a report on Form 10-K, if the answer to the questions should be “no.” The Certificate Administrator
shall be entitled to rely on such representations in preparing, executing and/or filing any such report.


 


(b)         After
preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for
review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business Days after receipt of
such copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished
electronically) of any changes to or approval of such Form 10-K and the senior officer in charge of securitization for the Depositor
shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to
follow by overnight mail) to the Certificate Administrator at such time. If a Form 10-K cannot be filed on time or if a previously
filed Form 10-K needs to be amended, the Certificate Administrator shall follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator will make available on its Internet website a final executed
copy of each Form 10-K filed by the Certificate Administrator. The signing party at the Depositor can be contacted at Credit Suisse
Commercial Mortgage Securities Corp., 11 Madison Avenue, New York, New York 10010 Attention: Chuck Lee, fax number: (212) 322-0965,
email: chuck.lee@credit-suisse.com, with copies to: Credit Suisse, Commercial Real Estate & CMBS, One Madison Ave, 9th Floor,
New York, New York 10010, Attention: Sarah Nelson, fax number: (212) 743-2823, email: sarah.nelson@credit-suisse.com. The parties


 



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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 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 2019, 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


 



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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. Notwithstanding
the foregoing, nothing in this Section 11.06 shall require any Reporting Servicer (i) to certify or verify the accurateness
or completeness of any information provided to such Reporting Servicer by third parties (including a Significant Obligor, but
other than an Additional Servicer or a Sub-Servicer appointed pursuant to Section 3.20), (ii) to certify information other
than to such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder
or (iii) with respect to completeness of information and reports, to certify anything other than that all fields of information
called for in written reports prepared by such Reporting Servicer have been completed except as they have been left blank on their
face.


 


Notwithstanding
anything to the contrary contained in this Section 11.06, with respect to each year in which the Trust and the trust for
each Other Securitization is not subject to the reporting requirements of the Exchange Act, none of the parties required to deliver
any certification under this Section 11.06 shall be obligated to do so.


 



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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 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


 



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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 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


 



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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 2019, deliver to the Trustee, the Certificate Administrator
(which copy shall be deemed furnished by the Certificate Administrator when made available on its Internet website), the
Depositor and the 17g-5 Information Provider (who shall post to the 17g-5 Information Provider’s Website), an
Officer’s Certificate, in the form attached hereto as Exhibit HH (or such other form, similar in substance, as
may be reasonably acceptable to the Depositor) stating, as to the signer thereof, that (A) a review of such Certifying
Servicer’s activities during a reporting period consisting of the preceding calendar year or portion thereof and of
such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or
primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and
(B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its
obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an
Additional Servicer, in all material respects throughout such reporting period, or, if there has been a failure to fulfill
any such obligation in any material respect, specifying each such failure known to such officer and the nature and status
thereof. Such Officer’s Certificate shall be provided in EDGAR-Compatible Format, or in such other format agreed upon
by the Depositor, the Certificate Administrator and such providing parties. Each Certifying Servicer shall (i) with respect
to each Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer, cause (or, in the case of a
sub-servicer that a Mortgage Loan Seller requires the Master Servicer to retain, to use commercially reasonable efforts to
cause) such Additional Servicer, and (ii) with respect to each other Additional Servicer with which it has entered into a
servicing relationship with respect to the Mortgage Loans, 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


 



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(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 if as it has received written confirmation from the Depositor (or, in the case of an Other Securitization, the related
Other Depositor) that a report on Form 10-K is not required to be filed in respect of the Trust or the trust for any Other
Securitization for the preceding calendar year.


 


In
the event the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant
to the terms of this Agreement, such party shall provide, and each of the Master Servicer and the Special Servicer shall (i) with
respect to an Initial Sub-Servicer engaged by such party that is an Additional Servicer that resigns or is terminated under any
applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer to provide and (ii) with respect
to any other Additional Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement,
cause such Additional Servicer to provide, an annual statement of compliance pursuant to this Section 11.09 with respect
to the period of time that the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator was subject
to this Agreement or the period of time that such Additional Servicer was subject to such other servicing agreement.


 


Any
certificate, statement, report, notice and/or information furnished or required to be furnished pursuant to this Section 11.09
shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent such item and/or information
relates to a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time
frame as set forth in this Section 11.09.


 


Section
11.10     Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1st of
each year, commencing in March 2019, 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


 



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(and each such party shall (i) with respect to each Initial Sub-Servicer
engaged by such Master Servicer, Special Servicer, Trustee, Operating Advisor, Custodian or Certificate Administrator that is
a Servicing Function Participant, use commercially reasonable efforts to cause such Servicing Function Participant to furnish
and (ii) with respect to each other Servicing Function Participant with which it has entered into a servicing relationship
with respect to the Mortgage Loans, cause such Servicing Function Participant to furnish) to the Trustee, the Certificate
Administrator, the Depositor (which copy shall be deemed furnished by the Certificate Administrator when made available on
its Internet website) (and, with respect to the Special Servicer, also to the Operating Advisor), and the 17g-5 Information
Provider, a report substantially in the form of Exhibit II or such other form provided by such Reporting Servicer that
complies in all material respects with the requirements of Item 1122 of Regulation AB, on an assessment of compliance with
the Servicing Criteria applicable to it that contains (A) a statement by such Reporting Servicer of its responsibility for
assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant
Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment
of compliance with the Relevant Servicing Criteria as of and for the period ending the end of the fiscal year covered by the
Form 10-K required to be filed pursuant to Section 11.05, including, if there has been any material instance
of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof,
and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting
Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. With respect to any
Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from the
applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar
to the form attached hereto as Exhibit II. Such report shall be provided in EDGAR-Compatible Format, or in such other
format agreed upon by the Depositor, the Certificate Administrator and the Reporting Servicer.


 


Each
such report shall be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address
the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit AA hereto delivered to
the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor may review each such report and,
if applicable, consult with each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant
Servicing Criteria applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as
applicable), and (ii) the Certificate Administrator shall confirm that the assessments taken individually address the Relevant
Servicing Criteria for each party as set forth on Exhibit AA and notify the Depositor of any exceptions. None of the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or any Servicing Function Participant
shall be required to cause the delivery of any such assessments until April 15th in any given year if 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


 



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combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their
combined Relevant Servicing Criteria as set forth on Exhibit AA hereto.


 


(b)         The
Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge
and agree that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with respect to such
party and any Servicing Function Participant with which the Master Servicer, Special Servicer, Trustee, Operating Advisor or Certificate
Administrator has entered into a servicing relationship.


 


(c)         No
later than ten (10) Business Days after the end of each fiscal year for the Trust, the Master Servicer and the Special Servicer
shall notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of each Additional Servicer
engaged by it and each Servicing Function Participant utilized by it, in each case other than with respect to any Initial Sub-Servicer,
and the Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor and each Mortgage Loan Seller
as to the name of each Servicing Function Participant utilized by it, in each case by providing an updated Exhibit GG,
and each such notice (except to a Mortgage Loan Seller) will specify what specific Servicing Criteria will be addressed in the
report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator and the Operating Advisor submit their assessments pursuant to Section 11.10(a),
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor, as applicable,
will also at such time include the assessment (and related attestation pursuant to Section 11.11) of each Servicing Function
Participant engaged by it.


 


In
the event the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator
is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any
Servicing Function Participant engaged by it to provide (and each of the Master Servicer and the Special Servicer shall (i) with
respect to an Initial Sub-Servicer engaged by such Master Servicer or Special Servicer that is an Additional Servicer that resigns
or is terminated under any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer and (ii)
with respect to any other Additional Servicer that resigns or is terminated under any applicable servicing agreement, cause such
Additional Servicer to provide) an annual assessment of compliance pursuant to this Section 11.10, coupled with an attestation
as required in Section 11.11 with respect to the period of time that the Master Servicer, the Special Servicer, the Trustee,
the Operating Advisor, the Custodian or the Certificate Administrator was subject to this Agreement or the period of time that
the Additional Servicer was subject to such other servicing agreement.


 


(d)        The
Operating Advisor may at any time request from the Certificate Administrator confirmation of whether a Control Termination Event,
Operating Advisor Consultation Event or Consultation Termination Event occurred during the previous calendar year, and upon such
request the Certificate Administrator shall deliver such confirmation to the Operating Advisor within fifteen (15) days of such
request.


 



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(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 2019, 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 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


 



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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 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


 



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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 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


 



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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 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


 



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mortgage-backed securities market and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s Certificates,
Rating Agency Confirmation with respect to the Certificates or, with respect to any Serviced Companion Loan Securities, a
confirmation of the rating agencies that such action will not result in the downgrade, withdrawal or qualification of its
then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as
any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25),
or the consent of any Certificateholder, notwithstanding anything to the contrary contained in this Agreement; provided
that the reports and certificates required to be prepared pursuant to Sections 3.13, 11.09, 11.10 and 11.11
shall not be eliminated without Rating Agency Confirmation with respect to the Certificates or, with respect to any Serviced
Companion Loan Securities, without a confirmation of the rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25).


 


Section
11.15    Regulation AB Notices. Any notice, report or certificate required to be delivered by any of the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the
Custodian or the Trustee, as the case may be, to the Depositor pursuant to this Article XI may be delivered via fax,
notwithstanding the provisions of Section 13.05, to Credit Suisse Commercial Mortgage Securities Corp., 11 Madison
Avenue, New York, New York 10010 Attention: Chuck Lee, fax number: (212) 322-0965, email: chuck.lee@credit-suisse.com, with
copies to: Credit Suisse, Commercial Real Estate & CMBS, One Madison Ave, 9th Floor, New York, New York 10010 Sarah
Nelson, fax number: (212) 743-2823, email: sarah.nelson@credit-suisse.com.


 


Section
11.16     Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans. (a) Each of
the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and
the Special Servicer shall use commercially reasonable efforts to cause any sub-servicer appointed with respect to any
Serviced Pari Passu Companion Loan to, upon written request or notice from a Mortgage Loan Seller (or a permitted transferee
of such Mortgage Loan Seller pursuant to the related Intercreditor Agreement), reasonably cooperate with the Mortgage Loan
Seller (or such permitted transferee) selling any Serviced Pari Passu Companion Loan into a securitization that is required
to comply with Regulation AB (a “Regulation AB Companion 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


 



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alleged material
misstatements or omissions in any such offering material to the extent that such material misstatement or omission was made
in reliance upon any such information provided by the Trustee (where such information pertains to the Trustee individually
and not to any specific aspect of the Trustee’s duties or obligations under this Agreement), the
Certificate Administrator (where such information pertains to the Certificate Administrator individually and not to any
specific aspect of the Certificate Administrator’s duties or obligations under this Agreement), the Master Servicer
(where such information pertains to the Master Servicer individually and not to any specific aspect of the Master
Servicer’s duties or obligations under this Agreement) and the Special Servicer (where such information pertains to the
Special Servicer individually and not to any specific aspect of the Special Servicer’s duties or obligations under this
Agreement), as applicable, to such depositor, underwriters or Mortgage Loan Seller (or permitted transferee) as required by
this clause (a). Notwithstanding the foregoing, to the extent that the information provided by the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer, as applicable, for inclusion in the offering materials related to
such Regulation AB Companion Loan Securitization is substantially and materially similar to the information provided by such
party with respect to the offering materials related to this transaction, subject to any required changes due to any
amendments to Regulation AB or any changes in the interpretation of Regulation AB, such party shall be deemed to be in
compliance with this Section 11.16(a). Any indemnification agreement executed by the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer in connection with the Regulation AB Companion Loan Securitization
shall be substantially similar to the related indemnification agreement executed in connection with this Agreement. It shall
be a condition precedent to any party’s obligations otherwise set forth above that the applicable Mortgage Loan Seller
(or permitted transferee) shall have (a) provided reasonable advance notice (and, in any event, not less than ten (10)
Business Days) of the exercise of its rights hereunder and (b) paid, or entered into reasonable agreement to cause to be
paid, the reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by such party
in reviewing and/or causing the delivery of any disclosure, opinion of counsel or indemnification agreement.


 


(b)         Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and
the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, upon request or notice from such parties (which request or notice may be given once
at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), cooperate with
the depositor, trustee, certificate administrator, master servicer or special servicer for any Regulation AB Companion Loan Securitization
in preparing each Form 10-D, Form ABS-EE and Form 10-K required to be filed by such Regulation AB Companion Loan Securitization
(until January 30 of the first year in which the trustee or other applicable party for such Regulation AB Companion Loan Securitization
files a Form 15 Suspension Notification with respect to the related trust) and shall provide to such depositor, trustee, certificate
administrator or master servicer within the time period set forth in the Other Pooling and Servicing Agreement (so long as such
time period is no earlier than the time periods set forth herein) for such Regulation AB Companion Loan Securitization such information
relating to a Serviced Securitized Companion Loan as may be reasonably necessary for the depositor, trustee, certificate administrator
and master servicer of the Regulation AB Companion Loan Securitization to comply with the reporting requirements of Regulation
AB and the Exchange Act; provided, however, that any parties to any Regulation AB


 



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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).


 


(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


 



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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).


 


(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


 



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itself and such Serviced Securitized Companion Loan comparable to any information, reports, statements or certificates required
to be provided by the Master Servicer or Special Servicer pursuant to this Section 11.16, even if such Sub-Servicer is
not otherwise required to provide such information, reports or certificates to any Person in order to comply with Regulation AB.
Such information, reports or certificates shall be provided to the Master Servicer or Special Servicer, as applicable, no later
than two Business Days prior to the date on which the Master Servicer or Special Servicer, as applicable, is required to deliver
its comparable information, reports, statements or certificates pursuant to this Section 11.16.


 


(g)         With
respect to any Mortgaged Property that secures a Serviced Companion Loan that the applicable Other Depositor has notified the
Master Servicer and the Special Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k)
of Regulation AB) (together with notification of the Relevant Distribution Date) with respect to an Other Securitization that
includes such Serviced Companion Loan, to the extent that the Master Servicer is in receipt of the updated financial statements
of such “significant obligor” for any calendar quarter (other than the fourth calendar quarter of any calendar year)
from the Mortgagor or Special Servicer, beginning with the first calendar quarter following receipt of such notice from the Other
Depositor, or the updated financial statements of such “significant obligor” for any calendar year, beginning for
the calendar year following such notice from the Other Depositor, as applicable, the Master Servicer shall deliver to the Other
Depositor, on or prior to the day that occurs two (2) Business Days prior to the related “significant obligor” NOI
Quarterly Filing Deadline or seven (7) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable,
(A) if such financial statement receipt occurs twelve (12) or more Business Days prior to the related Significant Obligor NOI
Quarterly Filing Deadline or seventeen (17) or more Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline,
as applicable, such financial statements of the “significant obligor”, together with the net operating income of such
“significant obligor” for the applicable period as calculated by the Master Servicer in accordance with CREFC®
guidelines and (B) if such financial statement receipt occurs less than twelve (12) Business Day prior to the related Significant
Obligor NOI Quarterly Filing Deadline or less than seventeen (17) Business Days prior to the related Significant Obligor NOI Yearly
Filing Deadline, as applicable, such financial statements of the “significant obligor”, together with the net operating
income of such “significant obligor” for the applicable period as reported by the related Mortgagor in such financial
statements.


 


If
the Master Servicer does not receive such financial information of any such “significant obligor” (identified to it
as such by the Other Depositor in accordance with the preceding paragraph) within ten (10) Business Days after the date such financial
information is required to be delivered under the related Mortgage Loan documents, the Master Servicer shall notify the Other
Depositor with respect to such Other Securitization that includes the related Serviced Pari Passu Companion Loan (and shall cause
any related Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor that such Serviced Pari
Passu Companion Loan is a significant obligor to require the related Sub-Servicer to notify such Other Depositor) that it has
not received them. The Master Servicer shall use efforts consistent with the Servicing Standard (taking into account, in addition,
the ongoing reporting obligations of such Other Depositor under the Exchange Act) to obtain the periodic financial statements
required to be delivered by the related Mortgagor under the related Mortgage Loan documents.


 



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The
Master Servicer shall (and shall cause any related Sub-Servicing Agreement entered into after receipt of written notice from the
Other Depositor that such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to)
retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the related Mortgagor related to
any such “significant obligor” (identified to it as such by the Other Depositor in accordance with the second preceding
paragraph) to obtain the required financial information and is unsuccessful and, within five (5) Business Days prior to the date
in which a Form 10-D or Form 10-K, as applicable, is required to be filed by the Other Securitization, shall forward an Officer’s
Certificate evidencing its attempts to obtain this information to the certificate administrator and Other Depositor related to
such Other Securitization. This Officer’s Certificate should be addressed to the certificate administrator at its corporate
trust office, as specified in the related Other Pooling and Servicing Agreement.


 


(h)         [Reserved.]


 


Section
11.17     Impact of Cure Period. For the avoidance of doubt, neither the Master Servicer nor
the Special Servicer shall be subject to a Servicer Termination Event pursuant to clause (x) of the definition thereof prior
to the expiration of the grace period applicable to such party’s obligations under Article XI as provided for in
such clause (x) nor shall any such party be deemed to not be in compliance under this Agreement, during any grace period
under this Article XI as provided for in such clause (x); provided that if any such party fails to comply with the
delivery requirements of this Article XI by the expiration of any applicable grace period such failure shall
constitute a Servicer Termination Event. Neither the Master Servicer nor the Special Servicer shall be subject to a Servicer
Termination Event pursuant to clause (x) of the definition thereof prior to the expiration of the grace period 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


 



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Certificate
Register and by delivering such notice via the Depository. The Certificate Administrator shall include in the Form 10-D relating
to the distribution period in which the Asset Review Trigger occurred a description of the events that caused the Asset Review
Trigger to occur. On each Distribution Date after providing such notice to the Certificateholders, the Certificate Administrator,
based on information provided to it by the Master Servicer, shall determine whether (1) any additional Mortgage Loan has become
a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) an Asset Review Trigger has ceased to exist,
and, if there is an occurrence of any of the events or circumstances identified in clauses (1), (2) and/or (3), deliver written
notice of such information (which may be via email) in the form of Exhibit SS within two (2) Business Days to the Master
Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer.


 


If
the Certificateholders evidencing not less than 5% of the Voting Rights of the Certificates deliver to the Certificate Administrator,
within 90 days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting
a vote to commence an Asset Review (such written direction, the “Asset Review Vote Election”), then the Certificate
Administrator shall promptly provide written notice thereof to the Asset Representations Reviewer and to all Certificateholders
and conduct a solicitation of votes to authorize an Asset Review. Upon the affirmative vote to authorize an Asset Review of Holders
of Certificates evidencing at least a majority of an Asset Review Quorum within 150 days of receipt of the Asset Review Vote Election
(an “Affirmative Asset Review Vote”), the Certificate Administrator shall promptly provide written notice thereof
to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing Holder, the Risk Retention Consultation
Party and the other Certificateholders (the “Asset Review Notice”). Upon receipt of an Asset Review Notice,
the Asset Representations Reviewer shall request access to the Secure Data Room by providing to the Certificate Administrator
a certification in the form attached hereto as Exhibit RR. Upon receipt of such certification, the Certificate Administrator
shall promptly (and in any case within two (2) Business Days after such receipt) grant the Asset Representations Reviewer access
to the Secure Data Room. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period following the
receipt of the Asset Review Vote Election, no 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


 



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Underwriters, Sponsors, the Directing Holder, 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 clauses (6) and (7) for non-Specially Serviced Loans) and
the Special Servicer (with respect to clauses (6) and (7) for Specially Serviced Loans), in each case to the extent in such party’s
possession, shall promptly, but in no event later than ten (10) Business Days (except with respect to clause (7)) after receipt
of such notice from the Certificate Administrator, provide the following materials to the Asset Representations Reviewer (collectively,
with the Diligence Files, a copy of the Prospectus, a copy of each related Mortgage Loan Purchase Agreement and a copy of this
Agreement posted to the Secure Data Room by the Certificate Administrator pursuant to Section 4.08 or to the Certificate
Administrator’s Website pursuant to Section 3.13(b), as applicable, the “Review Materials”):


 


(1)          a
copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that
is subject to an Asset Review;


 


(2)          a
copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of
the Trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


(3)         a
copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not
already covered pursuant to items (1) or (2) above;


 


(4)         a
copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC Financing Statements related to each Delinquent
Loan that is subject to an Asset Review;


 


(5)          a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related
to each Delinquent Loan that is subject to an Asset Review;


 


(6)
        a copy of any notice previously delivered to the applicable Mortgage Loan Seller by
the Master Servicer or the Special Servicer, as applicable, of any alleged defect or breach with respect to any Delinquent Loan;
and


 


(7)          any
other related documents or agreements that are reasonably requested by the Asset Representations Reviewer to be delivered by the
Master Servicer or the Special Servicer, as applicable, in the time frames and as otherwise described below.


 


(ii)          In
the event that, as part of an Asset Review of any Mortgage Loan, the Asset Representations Reviewer determines that it is missing
any documents or agreements that are required to be a part of the Review Materials for such Mortgage Loan or that were entered
into or delivered in connection with the origination or a modification of such Mortgage Loan and, in each case that are necessary
to review and assess one or more documents comprising the Diligence File in connection with its completion of any Test, the Asset
Representations Reviewer shall promptly, but in no event later than ten


 



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(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 that the Master Servicer or the Special Servicer,
as applicable, promptly, but in no event later than ten (10) Business Days after receipt of such notification from the Asset Representations
Reviewer, to deliver to the Asset Representations Reviewer such missing documents and agreements to the extent in its possession.
In the event any missing documents or agreements are not provided by the Master Servicer or the Special Servicer, as applicable,
within such ten (10) Business Day period, the Asset Representations Reviewer shall contact the related Mortgage Loan Seller to
request such documents or agreements from the Mortgage Loan Seller. The Mortgage Loan Seller will be required to deliver such
additional documents and agreements only to the extent in the possession of such Mortgage Loan Seller.


 


(iii)       The
Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a Person
that is not a party to this Agreement or the related Mortgage Loan Seller, and shall do so only if such information can be independently
verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined by the Asset Representations
Reviewer in its good faith and sole discretion to be relevant to the Asset Review (any such information, “Unsolicited
Information”) conducted pursuant to this Section 12.01 hereof.


 


(iv)      Upon
receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Review Materials with respect to
a Delinquent Loan, the Asset Representations Reviewer, as an independent contractor, shall commence an Asset Review. The
Asset Representations Reviewer shall perform an Asset Review with respect to each representation and warranty made by the
related Mortgage Loan Seller with respect to such Delinquent Loan in accordance with the Asset Review Standard and the
procedures set forth on Exhibit QQ (each such procedure, a “Test”); provided, however,
that the Asset Representations Reviewer may, but is under no obligation to, modify any Test and/or associated Review
Materials described in Exhibit QQ if, and only to the extent, the Asset Representations Reviewer determines pursuant
to the Asset Review Standard that it is necessary to modify such Test and/or such associated Review Materials in order to
facilitate its Asset Review in accordance with the Asset Review Standard. 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


 






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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 (a) by the Master Servicer (with
respect to non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) to the extent in the
Master Servicer’s or the Special Servicer’s possession within 10 Business Days or (b) by the related Mortgage Loan
Seller upon request 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 (whichever is later), complete an Asset Review with respect to each Delinquent Loan
and deliver (i) a report setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not
it has determined there is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations
Reviewer’s findings and conclusions set forth in such report were not influenced by any third party (an “Asset
Review Report”) to each party to this Agreement and the related Mortgage Loan Seller for each Delinquent Loan, and (ii)
a summary of the Asset Representations Reviewer’s conclusions included in such Asset Review Report (an “Asset Review
Report Summary”) to the Trustee and Certificate Administrator. The period of time by which the Asset Review Report must
be completed and delivered may be extended by up to an additional thirty (30) days, upon written notice to the parties to this
Agreement and the related Mortgage Loan Seller, if the Asset Representations Reviewer determines pursuant to the Asset Review
Standard that such additional time is required due to the characteristics of the Mortgage Loans and/or the Mortgaged Property
or Mortgaged Properties. In no event may the Asset Representations Reviewer determine whether any Test failure constitutes a Material
Defect, or whether the


 






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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 Special Servicer other than pursuant to a Privileged Information Exception.


 


(d)       The
Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided that no agent
or subcontractor may (1) be affiliated with a Sponsor, Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator,
the Trustee, the Directing Certificateholder or any of their respective Affiliates or (ii) have been paid any fees, compensation
or other remuneration by an Underwriter, Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator,
the Trustee, the Directing Certificateholder or any of their respective Affiliates in connection with due diligence or other services
with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing sentence, the Asset Representations
Reviewer shall remain obligated and primarily liable for any Asset Review required hereunder in accordance with the provisions
of this Agreement without diminution of such obligation or liability or related obligation or liability by virtue of such delegation
or arrangements or by virtue of indemnification from any Person acting as its agents or subcontractor to the same extent and under
the same terms and conditions as if the Asset Representations Reviewer alone were


 






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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).


 


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 0.00026% per annum (the “Asset Representations Reviewer Fee Rate”)
and the Stated Principal Balance of the


 






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Mortgage
Loans and any REO Loans and shall be calculated in the same manner as interest is calculated on such Mortgage Loans and REO Loans.


 


(b)       As
compensation for the performance of its duties hereunder, with respect to an individual Asset Review Trigger and the Mortgage
Loans that are Delinquent Loans and are subject to an Asset Review (for purposes of this Section 12.02(b), “Subject
Loans”), upon the completion of any Asset Review with respect to an individual Asset Review Trigger, the Asset Representations
Reviewer shall be paid a fee of: (i) $15,000 plus $1,000 per additional Mortgaged Property with respect to a Delinquent Loan with
Cut-off Date Balance less than $20,000,000, (ii) $20,000 plus $1,000 per additional Mortgaged Property with respect to a Delinquent
Loan with a Cut-off Date Balance greater than or equal to $20,000,000, but less than $40,000,000 or (iii) $25,000 plus $1,000
per additional Mortgaged Property with respect to a Delinquent Loan with a Cut-off Date Balance greater than or equal to $40,000,000
(the “Asset Representations Reviewer Asset Review Fee”). The Asset Representations Reviewer Asset Review Fee
with respect to each Delinquent Loan shall be paid by the related Mortgage Loan Seller within forty-five (45) days of receipt
by the related Mortgage Loan Seller of 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, provided that the costs of doing so will be a cost of the Trust.


 


(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


 






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Representations
Reviewer shall be effective until a successor asset representations reviewer that is an Eligible Asset Representations Reviewer
has been appointed and accepted the appointment. If no successor asset representations reviewer shall have been so appointed and
have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Asset Representations Reviewer
may petition any court of competent jurisdiction for the appointment of a successor asset representations reviewer that is an
Eligible Asset Representations Reviewer. The Asset Representations Reviewer will bear all reasonable costs and expenses of each
other party hereto and each Rating Agency in connection with its resignation.


 


Section
12.04    Restrictions of the Asset Representations Reviewer.  Neither the Asset Representations
Reviewer nor any of its Affiliates shall make any investment in any Class of Certificates; provided, however, that
such prohibition shall not apply to (i) riskless principal transactions effected by a broker dealer Affiliate of the Asset Representations
Reviewer or (ii) investments by an Affiliate of the Asset Representations Reviewer if the Asset Representations Reviewer and such
Affiliate maintain policies and procedures that (A) segregate personnel involved in the activities of the Asset Representations
Reviewer under this Agreement from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate
and its personnel from gaining access to information regarding the Trust and the Asset Representations Reviewer and its personnel
from gaining access to such Affiliate’s information regarding its investment activities.


 


Section
12.05    Termination of the Asset Representations Reviewer.


 


(a)       An
“Asset Representations Reviewer Termination Event” means any one of the following events whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body:


 


(i)         any
failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or agreements
or the material breach of any of its representations or warranties under this Agreement, which failure shall continue unremedied
for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have
been given to the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee by the
Holders of Certificates having at least 25% of the 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;


 






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(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 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 Cumulative Appraisal Reduction Amounts), the Trustee shall, terminate all of the rights and obligations of the Asset Representations
Reviewer under this Agreement, other than rights and obligations accrued prior to such termination (including the right to receive
all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising out of events occurring
prior to such termination), by notice in writing to the Asset Representations Reviewer. The Asset Representations Reviewer is
required to bear all reasonable costs and expenses of each other party to this Agreement in connection with its termination due
to an Asset Representations Reviewer Termination Event. Notwithstanding anything herein to the contrary, the Depositor and each
Sponsor shall have the right, but not the obligation, to notify the Certificate Administrator and the Trustee of any Asset Representations
Reviewer Termination Event of which it becomes aware.






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(b)       Upon
(i) the written direction of the Certificateholders evidencing not less than 25% of the Voting Rights (without regard to the application
of any Cumulative Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations Reviewer with
a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer and (ii) payment by such
Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator in
connection with administering such vote, the Certificate Administrator shall promptly provide written notice thereof to the Asset
Representations Reviewer and to all 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 the Certificateholders evidencing more than 75% of a Certificateholder Quorum (without regard to
the application of any Cumulative Appraisal Reduction Amounts), the Trustee shall terminate all of the rights and obligations
of the Asset Representations Reviewer under this Agreement (other than any rights or obligations that accrued prior to the date
of such termination and other than indemnification rights arising out of events occurring prior to such termination) by notice
in writing to the Asset Representations Reviewer. As between the Asset Representations Reviewer, on the one hand, and the 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 the Certificateholders entitled to at least 75% of a Certificateholder
Quorum (without regard to the application of any Cumulative Appraisal Reduction Amounts) elect to remove the Asset Representations
Reviewer without cause and appoint a successor, the successor asset representations reviewer will be responsible for all expenses
necessary to effect the transfer of responsibilities from its predecessor.


 


(c)        On
or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later than 15 Business
Days after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 of this Agreement or (2) the Trustee
delivers such written notice of termination to the Asset Representations Reviewer, the Trustee shall appoint a successor asset
representations reviewer that is an Eligible Asset Representations Reviewer. The Trustee shall provide written notice of the appointment
of an Asset Representations Reviewer to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator,
the Directing Certificateholder, the Directing Holder and each Certificateholder within one Business Day of such appointment.


 


The
Asset Representations Reviewer shall be at all times an Eligible Asset Representations Reviewer and if the Asset Representations
Reviewer ceases to be an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify
the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Certificate Administrator and the Directing
Holder of such disqualification and immediately resign under Section 12.03 of this Agreement and the Trustee shall appoint
a successor asset representations reviewer subject to and in accordance with this Section 12.05. Notwithstanding the foregoing,
if the Trustee is unable to find a successor asset representations reviewer within 30 days of the


 






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termination
of the Asset Representations Reviewer, the Depositor shall be permitted to find a replacement. The Trustee shall not be liable
for any failure to identify and appoint a successor asset representations reviewer for so long as the Trustee uses commercially
reasonable efforts to conduct a search for a successor asset representations reviewer and such failure is not a result of the
Trustee’s negligence, bad faith or willful misconduct in the performance of its obligations hereunder.


 


(d)       Upon
any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer, the
Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor,
the Sponsors, the Depositor and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Holder
and each Rating Agency. In the event that the Asset Representations Reviewer is terminated, all of its rights and obligations
under this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of such termination
(including the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights
(arising out of events occurring prior to such termination).


 


[End
of ARTICLE XII]


 


Article
XIII



MISCELLANEOUS PROVISIONS


 


Section
13.01   Amendment. (a) This Agreement may be amended from time to time by the parties hereto, without the consent of
any of the Certificateholders or the Companion Holders:


 


(i)         to
correct any defect or ambiguity in this Agreement;


 


(ii)        to
cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus
(or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or this Agreement
or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any
error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder (including, for
the avoidance of doubt, any Holder of a VRR Interest), 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;


 






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(iv)       to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust;
provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the
party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or
to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an VRR Interest), or Companion
Holder;


 


(v)       to
modify, eliminate or add to the provisions of Section 5.03(o) or any other provision hereof restricting transfer of the
Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused
by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person;


 


(vi)      to
revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change; provided
that the required action shall not adversely affect in any material respect the interests of any Certificateholder (including,
for the avoidance of doubt, any Holder of a VRR Interest) or any holder of a Serviced Pari Passu Companion Loan not consenting
to such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement
and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25);


 


(vii)     to
amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to each Class of
Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25); provided that such amendment or supplement shall not adversely affect in any material respect
the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest) not consenting to
such amendment or supplement, as evidenced by an Opinion of Counsel;


 






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(viii)    to
modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing and, with respect to the Mortgage Loans other than any Excluded Loan as to the Directing
Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority of the Controlling Class, the
Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion
of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25);


 


(ix)       to
modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such
amendment shall not adversely affect in any material respects the interests of any Certificateholders (including, for the avoidance
of doubt, any Holders of a VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the
Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c) and the Certificate Administrator shall post such notice to the Certificate
Administrator’s Website;


 


(x)        to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to comply with the requirements for use
of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);


 


(xi)       to
modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules or any other regulations applicable
to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such
repeal.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller or (B) may materially
and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 






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(b)       This
Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates of each
Class affected by such amendment (including, for the avoidance of doubt, any Holders of the VRR Interest 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 Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)      change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary hereunder, without the consent of such Mortgage Loan Seller; or


 


(v)       amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25) and, if required under the related Intercreditor Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


(c)       Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment hereto without having
first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder,
that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any


 






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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).


 


(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.


 






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(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. With respect to any Serviced Whole Loan, in connection with
any amendment of this Agreement, the party requesting such amendment shall provide written notice (which may be by e-mail) of
such proposed amendment to each Other Depositor (and counsel thereto) and the Other Certificate Administrator of each Other Securitization
no later than three (3) Business Days prior to the date of effectiveness of such amendment, and, on the date of effectiveness
of such amendment to this Agreement, the Certificate Administrator shall provide a copy of such amendment in an EDGAR-compatible
format to each Other Depositor (and counsel thereto) and the Other Certificate Administrator of each Other Securitization.


 


Section
13.02    Recordation of Agreement; Counterparts. (a) To the extent permitted by applicable law,
this Agreement is subject to recordation in all appropriate public offices for real property records in all the counties or other
comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the Certificate Administrator at the expense of the Depositor
on direction by the Special Servicer and with the consent of the Depositor (which may not be unreasonably withheld), but only
upon direction accompanied by an Opinion of Counsel (the cost of which shall be paid by the Depositor) to the effect that such
recordation materially and beneficially affects the interests of the Certificateholders.


 


(b)       For
the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this
Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed
original counterpart of this Agreement.


 


(c)       The
Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue of the
fact of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s expense.


 


Section
13.03    Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder
shall not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder’s legal representatives or
heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor
otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.


 






    -484-


     


    

 


(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


 






    -485-


     


    

 


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


 






    -486-


     


    

 


In
the case of the Master Servicer:



KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Email: keybank_notices@keybank.com


 


with
a copy to:


 


Polsinelli





900
West 48th Street, Suite 900





Kansas
City, MO 64112





Attention:
Kraif Kohring





Email:
Kkohring@polsinelli.com


 


In
the case of the Special Servicer:



Rialto Capital Advisors, LLC





790
NW 107th Avenue, 4th Floor





Miami,
Florida 33172





Attention:
Liat Heller





Fax
number: (305) 229-6425





Email:
liat.heller@rialtocapital.com


 





with
a copy to:


 


Rialto
Capital Advisors, LLC





790
NW 107th Avenue, 4th Floor





Miami,
Florida 33172





Attention:
Jeff Krasnoff





Fax
number: (305) 229-6425





Email:
jeff.krasnoff@rialtocapital.com


 


with
a copy to:


 


Rialto
Capital Advisors, LLC





790
NW 107th Avenue, 4th Floor





Miami,
Florida 33172





Attention:
Niral Shah





Fax
number: (305) 229-6425





Email:
niral.shah@rialtocapital.com


 


with
a copy to:


 


Rialto
Capital Advisors, LLC





790
NW 107th Avenue, 4th Floor


 






    -487-


     


    

 


Miami,
Florida 33172





Attention:
Adam Singer





Fax
number: (305) 229-6425





Email:
adam.singer@rialtocapital.com


 


In
the case of the Directing Certificateholder:



RREF III - D AIV RR, LLC





c/o
Rialto Capital Management LLC





600
Madison Avenue, 12th Floor





New
York, New York 10022





Attention:
Josh Cromer





Fax
number: (212) 751-4646


 


with
a copy to:


 


RREF
III - D AIV RR, LLC





c/o
Rialto Capital Management LLC





600
Madison Avenue, 12th Floor





New
York, New York 10022





Attention:
Joseph Bachkosky





Fax
number: (212) 751-4646


 


In
the case of the Risk Retention Consultation Party:



Natixis Real Estate Capital LLC

1251 Avenue of the Americas

New York, New York 10020

Attention: Jerry Tang

Email: jerry.tang@natixis.com


 


In
the case of the Certificate Administrator:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) - CSAIL 2017-CX9


 


with
a copy to:


 


Telecopy
Number: (410) 715-2380

E Mail: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com


 






    -488-


     


    

 


In
the case of the Custodian:



Wells Fargo Bank, National Association

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: Document Custody Group – CSAIL 2017-CX9

Email: CMBScustody@wellsfargo.com


 


In
the case of the Trustee:



Wells Fargo Bank, National Association





9062
Old Annapolis Road





Columbia,
Maryland 21045





Attention:
Corporate Trust Services (CMBS) – CSAIL 2017-CX9





with
a copy to: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com


 


In
the case of the Mortgage Loan Sellers:



Column Financial, Inc.

11 Madison Avenue, 4th Floor

New York, New York 10010

Attention: Dante La Rocca

Fax number: (646) 935-8520

Email: dante.larocca@credit-suisse.com


 


with
a copy to:



Column Financial, Inc.

11 Madison Avenue, 4th Floor

New York, New York 10010

Attention: Sarah Nelson, Esq.


 


and



Natixis Real Estate Capital LLC

1251 Avenue of the Americas

New York, New York 10020

Attention: Real Estate Administration

Facsimile No.: (212) 891-5777


 


with
a copy by email to:

USCIBGlobalFinanceAssetManagementTeam@us.natixis.com


 






    -489-


     


    

 


with
a copy for all legal notices to:



Natixis North America LLC

1251 Avenue of the Americas

New York, New York 10020





Attention:
Margaret Lam

Email: legal.notices@us.natixis.com


 


and



Benefit Street Partners CRE Finance LLC

142 West 57th Street, Suite 1201

New York, New York 10019

Attention: Micah Goodman and Tiffany Putman


 


with
a copy to:



Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

Attention: Jeffrey Rotblat


 


In
the case of the Asset Representations Reviewer and the Operating Advisor:



Pentalpha Surveillance LLC





375
N. French Road, Suite 100





Amherst,
New York 14228





Attention:
CSAIL 2017-CX9—Transaction Manager





With
a copy sent via email to: notices@pentalphasurveillance.com (with





CSAIL
2017-CX9 in the subject line)


 


with
a copy to:


 


Bass,
Berry & Sims PLC





150
Third Avenue South





Suite
2800





Nashville,
Tennessee 37201





Attention:
Jay Knight





Email:
jknight@bassberry.com


 


In
the case of any mezzanine lender:



The address set forth in the related Intercreditor Agreement.


 


To
each such Person, such other address as may hereafter be furnished by such Person to the parties hereto in writing. Any communication
required or permitted to be delivered to a Certificateholder shall be deemed to have been duly given when mailed first class,
postage


 






    -490-


     


    

 


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:



Kroll Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

E-mail: cmbssurveillance@kbra.com


 


Fitch
Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


 


S&P
Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

Email: cmbs_info_17g5@standardandpoors.com


 


Section
13.06    Severability of Provisions. If any one or more of the covenants, agreements, provisions
or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms
shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders
thereof.


 






    -491-


     


    

 


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 shall, at the expense of the Depositor (to the extent reasonable), no later than 10 days following the Closing Date),
and the Certificate Administrator shall prepare and file continuation statements with respect thereto, in each case in the six
month period prior to every fifth anniversary of the date of the initial UCC Financing Statement. The Depositor shall cooperate
in a reasonable manner with the Certificate Administrator in the preparation and filing of such continuation statements. This
Section 13.07 shall constitute notice to the Certificate Administrator and the Trustee pursuant to any of the requirements
of the applicable UCC.


 


Section
13.08  Successors and Assigns; Third Party Beneficiaries. (a) The provisions of this Agreement shall be binding upon
and inure to the benefit of the respective successors and assigns of the parties hereto, and all such provisions shall inure to
the benefit of the Certificateholders. Each Mortgage Loan Seller (and its respective agents), each Companion Holder (and its respective
agents), each Underwriter, each depositor of a Regulation AB Companion Loan Securitization and each Initial Purchaser is an intended
third-party beneficiary to this Agreement in respect of the respective rights afforded it hereunder. No other person, including,
without limitation, any Mortgagor, shall be entitled to any benefit or equitable right, remedy or claim under this Agreement.


 


(b)       Each
Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded it hereunder.
Each of the Other Servicers and the Other Trustees shall be a third-party beneficiary to this Agreement in respect to all provisions
herein expressly relating to compensation, reimbursement or indemnification of such Other Servicer and Other Trustee, and any
provisions regarding reimbursement or advances or interest thereon to such Other Servicer or Other Trustee.


 


(c)       Each
of the applicable Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer and any Non-Serviced Trust
holding a related


 






    -492-


     


    

 


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;


 


(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


 






    -493-


     


    

 


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 the Special Servicer, as applicable, may include any reasonable disclaimer it deems appropriate with respect to such information.
Notwithstanding anything to the contrary herein, nothing in this Section 13.10 shall require a party to provide duplicative
notices or copies to the Rating Agencies with respect to any of the above listed items. In connection with the delivery by the
Master Servicer or the Special Servicer to the 17g-5 Information Provider of any information, report, notice or document for posting
to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify the Master Servicer or the Special
Servicer when such information, report, notice or document has been posted. The Master Servicer or the Special Servicer, as the
case may be, may, but shall not be obligated to send such information, report, notice or document to the applicable Rating Agency
so long as such information, report, notice or document (i) was previously provided to the 17g-5 Information Provider or (ii)
is simultaneously provided, by 2:00 p.m. (New York City time) on any Business Day, to the 17g-5 Information Provider.


 


[End
of ARTICLE XIII]


 


[SIGNATURES
COMMENCE ON FOLLOWING PAGE]


 






    -494-


     


    




 


IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized,
in each case as of the day and year first above written.


 





	 	CREDIT
    SUISSE COMMERCIAL
	 		MORTGAGE
    SECURITIES CORP. ,
	 		Depositor



 


	 	By:	 /s/
    Charles Y. Lee
	 	 	Name:
    Charles Y. Lee
	 	 	Title:
    President and Chief Executive Officer



  


	 	KEYBANK,
    NATIONAL ASSOCIATION,
	 	 	Master Servicer
	 	 	 
	 	By:	 /s/
    Michael A. Tilden
	 	 	Name: Michael A. Tilden
	 	 	Title: Vice President





 





	 	RIALTO
    CAPITAL ADVISORS, LLC,
	 	 	Special Servicer
	 	 	 
	 	By:	 /s/
    Cheryl Baizan
	 	 	Name: Cheryl Baizan
	 	 	Title: Chief
    Financial Officer





 





	 	Wells
    Fargo Bank, National
	 	 	Association,
	 	 	Certificate
    Administrator
	 	 	 
	 	By:	 /s/
    Stacey Gross
	 	 	Name: Stacey Gross
	 	 	Title: Vice President





 


CSAIL
2017-CX9: POOLING AND SERVICING AGREEMENT 


 






    


    


    

 





	 	Wells
    Fargo Bank, National
	 	 	Association,
	 	 	Trustee
	 	 	 
	 	By:	/s/ Stacey Gross 
	 	 	Name: Stacey Gross
	 	 	Title: Vice President









	 	PENTALPHA
    SURVEILLANCE LLC,
	 	 	Operating Advisor
    and Asset
	 	 	Representations
    Reviewer
	 	 	 
	 	By:	 /s/
    James Callahan
	 	 	Name: James Callahan
	 	 	Title:
    Executive Director and Solely as an Authorized Signatory for Pentalpha Surveillance LLC





 


CSAIL
2017-CX9: POOLING AND SERVICING AGREEMENT 


 






    


    


    







 


 


	STATE
    OF NEW YORK	)	 
	 	)	ss.:
	COUNTY OF NEW
    YORK	)	






 





On
the  18th day of September, 2017, before me, a notary public in and for said State, personally appeared Charles Y Lee
known to me to be the President and Chief Executive Officer of Credit Suisse Commercial Mortgage Securities Corp., that
executed the within instrument, and also known to me to be the person who executed it on behalf of such corporation, and
acknowledged to me that such ___________ executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	 /s/
    Karen Famighetti
	 	Notary
    Public



  






	[SEAL]	 Karen Famighetti

                                                                                Notary Public-State
                                                                                of New York

                                                                                No. 01FA6345469 

                                                                                Qualified
                                                                                in New York County

                                                                                My Commission
                                                                                Expires 07-25-2020 

	 	 
	My commission
    expires:	 
	 07125122020	 


 


 


CSAIL
2017-CX9: POOLING AND SERVICING AGREEMENT 


 






    


    


    

 





 





	STATE
    OF Kansas	)	 
	 	)	ss.:
	COUNTY OF Johnson	)	


 


 





On
the  19th day of September, 2017, before me, a notary public in and for said State, personally appeared Michael A. Tilden
known to me to be a Vice President of KeyBank National Association, and also known to me to be the person who executed it on
behalf of such national banking association, and acknowledged to me that such Michael A. Tilden executed
the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	 /s/
    Janna Oliver
	 	Notary
    Public





 





	[SEAL]	
    Notary Public

                                                                                State of Kansas

                                                                                 

     Janna
Oliver 

                                                                                My Appointment
                                                                                Expires

                                                                                June
24, 2020  

                                                                                
	 	 
	My commission
    expires:	 
	 	 





 



CSAIL
2017-CX9: POOLING AND SERVICING AGREEMENT 


 



    


    


    




 





	STATE
    OF Florida	)	 
	 	)	ss.:
	COUNTY
    OF Miami-Dade	)	


   


On
the 21st day of September, 2017, before me, a notary public in and for said State, personally appeared     *             known
to me to be a    **        of Rialto Capital Advisors, 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 _________ 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.


 *   Cheryl
Baizan, who is personally known to me


**
 Chief Financial Officer 


 


		 /s/
    Lori Buckler
	 	Notary
    Public





 





	[SEAL]	 Lori Buckler

                                                                                Notary Public

                                                                                State of
                                                                                Florida

                                                                                My Commission
                                                                                Expires

                                                                                February
                                                                                2, 2018 

	 	 
	My commission
    expires:	 
	 	 






 


CSAIL
2017-CX9: POOLING AND SERVICING AGREEMENT 


 







    


    


    




 


 


	STATE
    OF: Maryland	)	 
	 	)	ss.:
	COUNTY OF: Howard	)	





 


On
the  19th day of September, 2017, before me, a notary public in and for said State, personally appeared Stacey Gross, known
to me to be a Vice President of Wells Fargo Bank, N.A., one of the corporations that executed the within instrument, and
also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


		/s/ Amy Martin 
	 	Notary
    Public





 





		 Amy Martin

                                                                                Notary Public
                                                                                - Maryland

                                                                                Anne Arundel
                                                                                County

                                                                                My Commission
                                                                                Expires on

                                                                                February 22, 2021 

	 	 




 


CSAIL
2017-CX9: POOLING AND SERVICING AGREEMENT 


 






    


    


    

 






 


 


	STATE
    OF: Maryland	)	 
	 	)	ss.:
	COUNTY OF: Howard	)	





 


On
the  19th day of September, 2017, before me, a notary public in and for said State, personally appeared Stacey Gross, known
to me to be a Vice President of Wells Fargo Bank, N.A., one of the corporations that executed the within instrument, and
also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


		/s/ Amy Martin 
	 	Notary
    Public





 





		 Amy Martin

                                                                                Notary Public
                                                                                - Maryland

                                                                                Anne Arundel
                                                                                County

                                                                                My Commission
                                                                                Expires on

                                                                                February 22, 2021 

	 	 




 


CSAIL
2017-CX9: POOLING AND SERVICING AGREEMENT 






 



    	 



     


    




 


	STATE
    OF Connecticut	)	 
	 	)	ss.:
	COUNTY OF Fairfield	)	





 








 


On
the  15th day of September, 2017, before me, a notary public in and for said State, personally appeared James Callahan
known to me to be an Executive Director of Pentalpha Surveillance 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
Executive Director 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/
    Melonie S Williams
	 	 Notary Public
	 	 
	[SEAL]	 Melonie S Williams

                                   Notary Public

                                   Connecticut

                                   My Commission
                                   Expires July 31, 2019 

	 	 
	My commission expires:	 
	 	 



  






    


    


    

 


 


EXHIBIT
A-1


 


CSAIL
2017-CX9 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS A-1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset
Representations Reviewer, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,”
AS THOSE


 


 




 


		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Global
                                         Certificate legend.


 



     A-1-1


     


    

 


TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





     A-1-2


     


    

 


CSAIL
2017-CX9 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS A-1


 


	Pass-Through
    Rate: 2.0248%	 	 
	 	 	 
	First Distribution
    Date: October 17, 2017	 	Cut-Off Date: With
    respect to each Mortgage Loan, the Due Date in September 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan
    that has its first Due Date in October 2017, the date that would have been its Due Date in September 2017 under the terms
    of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial
    Certificate Balance of the Class A-1 Certificates: $21,973,000	 	 
	 	 	 


	CUSIP:    12595F
                           AA0

        

        
	 	Initial Certificate Balance of
this Certificate: $[_______]
	 	 	 
	ISIN:        US12595FAA03	 	 
	 	 	 
	Common Code: 169141215	 	 
	 	 	 
	No.:  A-1-1	 	 


 


This
certifies that [          ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class A-1 Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to
be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-E, Class
A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E,


 



     A-1-3


     


    

 


Class
V1-F, Class V1-Z, Class V2-A, Class V2-Z, 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 September
1, 2017 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto
Capital Advisors, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,”
as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates, the Mortgage Loans 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 October 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 be in the
form of a standing order applicable to all subsequent Distribution Dates), or otherwise




 



     A-1-4


     


    

 





 (b)
by check mailed to such Certificateholder at its address in the Certificate Register. The final distribution on each Certificate
will be made in like manner, but only upon presentment and surrender of such Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate 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-1-5


     


    

 


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 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; and (xii) 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



  





     A-1-6


     


    

 


			certificates)
                                         with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
                                         to correct or supplement any of its provisions which may be inconsistent with any other
                                         provisions therein or to correct any error;



  


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest),
                                         as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
                                         such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
                                         with respect to such amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize the
                                         risk of the imposition of any such tax and (b) such action will not adversely affect
                                         in any material respect the interests of any Certificateholder (including, for the avoidance
                                         of doubt, any Holder of a VRR Interest), or Companion Holder;



 


		(v)	to
                                         modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing
                                         Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer
                                         of the Class R Certificates; provided the Depositor has determined that such change
                                         shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or
                                         any of the Certificateholders (other than the Transferor) to be subject to a federal
                                         tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S.
                                         Tax Person;



 


		(vi)	to
                                         revise or add any other provisions with respect to matters or questions arising under
                                         the Pooling and Servicing Agreement or any other change; provided that the required
                                         action shall not adversely affect in any material respect the interests of any Certificateholder
                                         (including, for the avoidance of doubt, any Holder of a VRR Interest) 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 



 






     A-1-7


     


    

 


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




  


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the then-current ratings assigned to each Class of Certificates
                                         by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the
                                         Rating Agencies and confirmation of the applicable rating agencies that such action will
                                         not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         of any class of Serviced Companion Loan Securities, if any (provided that such
                                         rating agency confirmation may be considered satisfied in the same manner as any Rating
                                         Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
                                         to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
                                         or supplement shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest)
                                         not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to
                                         modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement
                                         (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
                                         Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a
                                         Control Termination Event has not occurred and is not continuing and, with respect to
                                         any Mortgage Loans other than any Excluded Loan, as to the Directing Holder or, if the
                                         Directing Holder is the Directing Certificateholder, the Holder of the majority of the
                                         Controlling Class, the Directing Holder, determine that the commercial mortgage backed
                                         securities industry standard for such provisions has changed, in order to conform to
                                         such industry standard, (b) such modification does not adversely affect the status of
                                         any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
                                         the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each
                                         Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
                                         of Serviced Companion Loan Securities, the applicable rating agencies have delivered
                                         a confirmation that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings (provided that such rating agency confirmation may
                                         be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
                                         satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and
                                         Servicing Agreement);



 






     A-1-8


     


    

 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
                                         affect in any material respects the interests of any Certificateholders (including, for
                                         the avoidance of doubt, any Holders of a VRR Interest), as evidenced by (x) an Opinion
                                         of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
                                         from each Rating Agency rating such Certificates; and provided, further,
                                         that the Certificate Administrator shall give notice of any such amendment to the 17g-5
                                         Information Provider for posting to the 17g-5 Information Provider’s Website pursuant
                                         to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator
                                         shall post such notice to the Certificate Administrator’s Website;



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to comply with the requirements for use of Form SF-3
                                         in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
                                         or



 


		(xi)	to
                                         modify, eliminate or add to any of its provisions in the event the Credit Risk Retention
                                         Rules or any other regulations applicable to the risk retention requirements for this
                                         securitization transaction are amended or repealed, to the extent required to comply
                                         with any such amendment or to modify or eliminate the provision related to the risk retention
                                         requirements in the event of such repeal.



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment (including, for the avoidance of doubt, any Holders of the VRR Interest
to the extent any such amendment would adversely affect the rights of such Certificateholders) evidencing in the aggregate not
less than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner
the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans that are required to be distributed on a Certificate of any class without the consent
                                         of the Holder of the Certificate or which are required to be distributed to a Companion
                                         Holder without the consent of such Companion Holder; or



 






     A-1-9


     


    

 


		(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.


 


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


 






     A-1-10


     


    

 


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 Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class
X-E, Class B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than
the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of
the Mortgage Loans 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:
September [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class A-1 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
September [__], 2017


 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
	 	not
                                         in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized
                                         Signatory


  




     A-1-12


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ___________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class A-1 Certificate and hereby authorize(s) the registration of transfer
of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class A-1 Certificate of the entire Percentage Interest represented
by the within Class A-1 Certificates to the above-named Assignee(s) and to deliver such Class A-1 Certificate to the following
address:


 


Date:
_________________


	 	 	 
		 	Signature by
    or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification
    Number





 




     A-1-13


     


    

 


DISTRIBUTION
INSTRUCTIONS


 













The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 














     A-1-14


     


    

 


EXHIBIT
A-2


 


CSAIL
2017-CX9 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS A-2


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset
Representations Reviewer, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,”
AS THOSE


 





 



 


		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Global
                                         Certificate legend.




 



     A-2-1


     


    

 


TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




     A-2-2


     


    

 


CSAIL
2017-CX9 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS A-2


 


	Pass-Through
    Rate: 3.0538%	 	 
	 	 	 
	First Distribution
    Date: October 17, 2017	 	Cut-Off Date: With
    respect to each Mortgage Loan, the Due Date in September 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan
    that has its first Due Date in October 2017, the date that would have been its Due Date in September 2017 under the terms
    of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate
    Balance of the Class A-2 Certificates: $233,274,000	 	 
	 	 	 


	CUSIP:    12595F
                           AB8
	 	Initial Certificate Balance of this Certificate: $[_____]




	 	 	 
	ISIN:        US12595FAB85
	 	 
	 	 	 
	Common Code: 169141231	 	 
	 	 	 
	No.:  A-2-1	 	 




 


This
certifies that [          ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class A-2 Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to
be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-E, Class
A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E,


 






     A-2-3


     


    

 


Class
V1-F, Class V1-Z, Class V2-A, Class V2-Z, 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 September
1, 2017 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto
Capital Advisors, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,”
as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates, the Mortgage Loans 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 October 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 be in the
form of a standing order applicable to all subsequent Distribution Dates), or otherwise


 






     A-2-4


     


    

 


(b)
by check mailed to such Certificateholder at its address in the Certificate Register. The final distribution on each Certificate
will be made in like manner, but only upon presentment and surrender of such Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate 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-2-5


     


    

 


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 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; and (xii) 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



 






     A-2-6


     


    

 


certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;


 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest),
                                         as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
                                         such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
                                         with respect to such amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize the
                                         risk of the imposition of any such tax and (b) such action will not adversely affect
                                         in any material respect the interests of any Certificateholder (including, for the avoidance
                                         of doubt, any Holder of a VRR Interest), or Companion Holder;



 


		(v)	to
                                         modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing
                                         Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer
                                         of the Class R Certificates; provided the Depositor has determined that such change
                                         shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or
                                         any of the Certificateholders (other than the Transferor) to be subject to a federal
                                         tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S.
                                         Tax Person;



 


		(vi)	to
                                         revise or add any other provisions with respect to matters or questions arising under
                                         the Pooling and Servicing Agreement or any other change; provided that the required
                                         action shall not adversely affect in any material respect the interests of any Certificateholder
                                         (including, for the avoidance of doubt, any Holder of a VRR Interest) 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



 






     A-2-7


     


    

 


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


 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the then-current ratings assigned to each Class of Certificates
                                         by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the
                                         Rating Agencies and confirmation of the applicable rating agencies that such action will
                                         not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         of any class of Serviced Companion Loan Securities, if any (provided that such
                                         rating agency confirmation may be considered satisfied in the same manner as any Rating
                                         Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
                                         to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
                                         or supplement shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest)
                                         not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to
                                         modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement
                                         (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
                                         Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a
                                         Control Termination Event has not occurred and is not continuing and, with respect to
                                         any Mortgage Loans other than any Excluded Loan, as to the Directing Holder or, if the
                                         Directing Holder is the Directing Certificateholder, the Holder of the majority of the
                                         Controlling Class, the Directing Holder, determine that the commercial mortgage backed
                                         securities industry standard for such provisions has changed, in order to conform to
                                         such industry standard, (b) such modification does not adversely affect the status of
                                         any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
                                         the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each
                                         Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
                                         of Serviced Companion Loan Securities, the applicable rating agencies have delivered
                                         a confirmation that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings (provided that such rating agency confirmation may
                                         be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
                                         satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and
                                         Servicing Agreement);



 






     A-2-8


     


    

 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
                                         affect in any material respects the interests of any Certificateholders (including, for
                                         the avoidance of doubt, any Holders of a VRR Interest), as evidenced by (x) an Opinion
                                         of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
                                         from each Rating Agency rating such Certificates; and provided, further,
                                         that the Certificate Administrator shall give notice of any such amendment to the 17g-5
                                         Information Provider for posting to the 17g-5 Information Provider’s Website pursuant
                                         to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator
                                         shall post such notice to the Certificate Administrator’s Website;



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to comply with the requirements for use of Form SF-3
                                         in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
                                         or



 


		(xi)	to
                                         modify, eliminate or add to any of its provisions in the event the Credit Risk Retention
                                         Rules or any other regulations applicable to the risk retention requirements for this
                                         securitization transaction are amended or repealed, to the extent required to comply
                                         with any such amendment or to modify or eliminate the provision related to the risk retention
                                         requirements in the event of such repeal.



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment (including, for the avoidance of doubt, any Holders of the VRR Interest
to the extent any such amendment would adversely affect the rights of such Certificateholders) evidencing in the aggregate not
less than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner
the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans that are required to be distributed on a Certificate of any class without the consent
                                         of the Holder of the Certificate or which are required to be distributed to a Companion
                                         Holder without the consent of such Companion Holder; or



 






     A-2-9


     


    

 


		(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.


 


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


 






     A-2-10


     


    

 


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 Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class
X-E, Class B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than
the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of
the Mortgage Loans 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:
September [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class A-2 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
September [__], 2017


 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
	 	not
                                         in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized
                                         Signatory


  




     A-2-12


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ___________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class A-2 Certificate and hereby authorize(s) the registration of transfer
of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class A-2 Certificate of the entire Percentage Interest represented
by the within Class A-2 Certificates to the above-named Assignee(s) and to deliver such Class A-2 Certificate to the following
address:


 


Date:
_________________


	 	 	 
		 	Signature by
    or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification
    Number





 




     A-2-13


     


    

 


DISTRIBUTION
INSTRUCTIONS


 





The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 






     A-2-14


     


    

 





EXHIBIT
A-3


 


CSAIL
2017-CX9 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS A-3


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset
Representations Reviewer, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,”
AS THOSE


 





 



 


		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Global
                                         Certificate legend.


 







     A-3-1


     


    

 


TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




     A-3-2


     


    

  


CSAIL
2017-CX9 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS A-3


 


 


	Pass-Through
    Rate: 3.3566%	 	 
	 	 	 
	First Distribution
    Date: October 17, 2017	 	Cut-Off Date: With
    respect to each Mortgage Loan, the Due Date in September 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan
    that has its first Due Date in October 2017, the date that would have been its Due Date in September 2017 under the terms
    of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial
    Certificate Balance of the Class A-3 Certificates: $97,756,000	 	 
	 	 	 


	CUSIP:    12595F
                           AC6
	 	Initial Certificate Balance of this Certificate: $[__] 




	 	 	 
	ISIN:        US12595FAC68	 	 
	 	 	 
	Common Code: 169141223	 	 
	 	 	 
	No.:  A-3-1	 	 


 


This
certifies that [          ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class A-3 Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to
be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-E, Class
A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V1-F, Class
V1-Z, Class V2-A, Class V2-Z, Class R and Class Z Certificates (together


 






     A-3-3


     


    

 


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 September
1, 2017 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto
Capital Advisors, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,”
as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates, the Mortgage Loans 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 October 2017 (each
such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this
Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class
A-3 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this
Certificate may be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-3 Certificates
is the calendar month immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last Business Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are
required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder provided the Certificate Administrator with written
wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the
form of a standing order applicable to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder
at its address in the Certificate Register. The final


 






     A-3-4


     


    

 


distribution
on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate 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


 






     A-3-5


     


    

 


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 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; and (xii)
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



 






     A-3-6


     


    

 


Servicing
Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein or to
correct any error;


 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest),
                                         as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
                                         such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
                                         with respect to such amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize the
                                         risk of the imposition of any such tax and (b) such action will not adversely affect
                                         in any material respect the interests of any Certificateholder (including, for the avoidance
                                         of doubt, any Holder of a VRR Interest), or Companion Holder;



 


		(v)	to
                                         modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing
                                         Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer
                                         of the Class R Certificates; provided the Depositor has determined that such change
                                         shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or
                                         any of the Certificateholders (other than the Transferor) to be subject to a federal
                                         tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S.
                                         Tax Person;



 


		(vi)	to
                                         revise or add any other provisions with respect to matters or questions arising under
                                         the Pooling and Servicing Agreement or any other change; provided that the required
                                         action shall not adversely affect in any material respect the interests of any Certificateholder
                                         (including, for the avoidance of doubt, any Holder of a VRR Interest) 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



 






     A-3-7


     


    

 


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


 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the then-current ratings assigned to each Class of Certificates
                                         by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the
                                         Rating Agencies and confirmation of the applicable rating agencies that such action will
                                         not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         of any class of Serviced Companion Loan Securities, if any (provided that such
                                         rating agency confirmation may be considered satisfied in the same manner as any Rating
                                         Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
                                         to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
                                         or supplement shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest)
                                         not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to
                                         modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement
                                         (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
                                         Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a
                                         Control Termination Event has not occurred and is not continuing and, with respect to
                                         any Mortgage Loans other than any Excluded Loan, as to the Directing Holder or, if the
                                         Directing Holder is the Directing Certificateholder, the Holder of the majority of the
                                         Controlling Class, the Directing Holder, determine that the commercial mortgage backed
                                         securities industry standard for such provisions has changed, in order to conform to
                                         such industry standard, (b) such modification does not adversely affect the status of
                                         any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
                                         the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each
                                         Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
                                         of Serviced Companion Loan Securities, the applicable rating agencies have delivered
                                         a confirmation that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings (provided that such rating agency confirmation may
                                         be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
                                         satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and
                                         Servicing Agreement);



 






     A-3-8


     


    

 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
                                         affect in any material respects the interests of any Certificateholders (including, for
                                         the avoidance of doubt, any Holders of a VRR Interest), as evidenced by (x) an Opinion
                                         of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
                                         from each Rating Agency rating such Certificates; and provided, further,
                                         that the Certificate Administrator shall give notice of any such amendment to the 17g-5
                                         Information Provider for posting to the 17g-5 Information Provider’s Website pursuant
                                         to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator
                                         shall post such notice to the Certificate Administrator’s Website;



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to comply with the requirements for use of Form SF-3
                                         in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
                                         or



 


		(xi)	to
                                         modify, eliminate or add to any of its provisions in the event the Credit Risk Retention
                                         Rules or any other regulations applicable to the risk retention requirements for this
                                         securitization transaction are amended or repealed, to the extent required to comply
                                         with any such amendment or to modify or eliminate the provision related to the risk retention
                                         requirements in the event of such repeal.



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment (including, for the avoidance of doubt, any Holders of the VRR Interest
to the extent any such amendment would adversely affect the rights of such Certificateholders) evidencing in the aggregate not
less than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner
the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans that are required to be distributed on a Certificate of any class without the consent
                                         of the Holder of the Certificate or which are required to be distributed to a Companion
                                         Holder without the consent of such Companion Holder; or



 






     A-3-9


     


    

 


		(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.


 


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


 






     A-3-10


     


    

 


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 Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class
X-E, Class B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than
the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of
the Mortgage Loans 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:
September [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class A-3 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
September [__], 2017


 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
	 	not
                                         in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized
                                         Signatory


  




     A-3-12


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ___________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class A-3 Certificate and hereby authorize(s) the registration of transfer
of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class A-3 Certificate of the entire Percentage Interest represented
by the within Class A-3 Certificates to the above-named Assignee(s) and to deliver such Class A-3 Certificate to the following
address:


 


Date:
_________________


	 	 	 
		 	Signature by
    or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification
    Number





 




     A-3-13


     


    

 


DISTRIBUTION
INSTRUCTIONS


 








The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 






     A-3-14


     


    

 


EXHIBIT
A-4


 


CSAIL
2017-CX9 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS A-4


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset
Representations Reviewer, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,”
AS THOSE


 





 



 


		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Global
                                         Certificate legend.


 



     A-4-1


     


    

 


TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




     A-4-2


     


    

 


CSAIL
2017-CX9 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS A-4


 


	Pass-Through
    Rate: 3.1755%	 	 
	 	 	 
	First Distribution
    Date: October 17, 2017	 	Cut-Off Date: With
    respect to each Mortgage Loan, the Due Date in September 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan
    that has its first Due Date in October 2017, the date that would have been its Due Date in September 2017 under the terms
    of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial
    Certificate Balance of the Class A-4 Certificates: $93,339,000	 	 
	 	 	 


	CUSIP:    12595F
                           AD4

        
	 	Initial Certificate Balance of this Certificate: $[__]




	 	 	 
	ISIN:        US12595FAD42	 	 
	 	 	 
	Common Code: 169141240	 	 
	 	 	 
	No.:  A-4-1	 	 


 


This
certifies that [          ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class A-4 Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to
be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-E, Class
A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V1-F, Class
V1-Z, Class V2-A, Class V2-Z, Class R and Class Z Certificates (together


 






     A-4-3


     


    

 


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 September
1, 2017 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto
Capital Advisors, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,”
as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates, the Mortgage Loans 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 October 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 be in the
form of a standing order applicable to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder
at its address in the Certificate Register. The final


 






     A-4-4


     


    

 


distribution
on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate 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


 






     A-4-5


     


    

 


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 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; and (xii)
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



 






     A-4-6


     


    

 


Servicing
Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein or to
correct any error;


 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest),
                                         as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
                                         such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
                                         with respect to such amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize the
                                         risk of the imposition of any such tax and (b) such action will not adversely affect
                                         in any material respect the interests of any Certificateholder (including, for the avoidance
                                         of doubt, any Holder of a VRR Interest), or Companion Holder;



 


		(v)	to
                                         modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing
                                         Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer
                                         of the Class R Certificates; provided the Depositor has determined that such change
                                         shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or
                                         any of the Certificateholders (other than the Transferor) to be subject to a federal
                                         tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S.
                                         Tax Person;



 


		(vi)	to
                                         revise or add any other provisions with respect to matters or questions arising under
                                         the Pooling and Servicing Agreement or any other change; provided that the required
                                         action shall not adversely affect in any material respect the interests of any Certificateholder
                                         (including, for the avoidance of doubt, any Holder of a VRR Interest) 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



 






     A-4-7


     


    

 


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


 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the then-current ratings assigned to each Class of Certificates
                                         by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the
                                         Rating Agencies and confirmation of the applicable rating agencies that such action will
                                         not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         of any class of Serviced Companion Loan Securities, if any (provided that such
                                         rating agency confirmation may be considered satisfied in the same manner as any Rating
                                         Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
                                         to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
                                         or supplement shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest)
                                         not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to
                                         modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement
                                         (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
                                         Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a
                                         Control Termination Event has not occurred and is not continuing and, with respect to
                                         any Mortgage Loans other than any Excluded Loan, as to the Directing Holder or, if the
                                         Directing Holder is the Directing Certificateholder, the Holder of the majority of the
                                         Controlling Class, the Directing Holder, determine that the commercial mortgage backed
                                         securities industry standard for such provisions has changed, in order to conform to
                                         such industry standard, (b) such modification does not adversely affect the status of
                                         any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
                                         the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each
                                         Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
                                         of Serviced Companion Loan Securities, the applicable rating agencies have delivered
                                         a confirmation that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings (provided that such rating agency confirmation may
                                         be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
                                         satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and
                                         Servicing Agreement);



 






     A-4-8


     


    

 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
                                         affect in any material respects the interests of any Certificateholders (including, for
                                         the avoidance of doubt, any Holders of a VRR Interest), as evidenced by (x) an Opinion
                                         of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
                                         from each Rating Agency rating such Certificates; and provided, further,
                                         that the Certificate Administrator shall give notice of any such amendment to the 17g-5
                                         Information Provider for posting to the 17g-5 Information Provider’s Website pursuant
                                         to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator
                                         shall post such notice to the Certificate Administrator’s Website;



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to comply with the requirements for use of Form SF-3
                                         in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
                                         or



 


		(xi)	to
                                         modify, eliminate or add to any of its provisions in the event the Credit Risk Retention
                                         Rules or any other regulations applicable to the risk retention requirements for this
                                         securitization transaction are amended or repealed, to the extent required to comply
                                         with any such amendment or to modify or eliminate the provision related to the risk retention
                                         requirements in the event of such repeal.



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment (including, for the avoidance of doubt, any Holders of the VRR Interest
to the extent any such amendment would adversely affect the rights of such Certificateholders) evidencing in the aggregate not
less than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner
the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans that are required to be distributed on a Certificate of any class without the consent
                                         of the Holder of the Certificate or which are required to be distributed to a Companion
                                         Holder without the consent of such Companion Holder; or



 






     A-4-9


     


    

 


		(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.


 


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


 






     A-4-10


     


    

 


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 Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class
X-E, Class B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than
the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of
the Mortgage Loans 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:
September [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class A-4 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
September [__], 2017


 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
	 	not
                                         in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized
                                         Signatory


  




     A-4-12


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ___________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class A-4 Certificate and hereby authorize(s) the registration of transfer
of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class A-4 Certificate of the entire Percentage Interest represented
by the within Class A-4 Certificates to the above-named Assignee(s) and to deliver such Class A-4 Certificate to the following
address:


 


Date:
_________________


	 	 	 
		 	Signature by
    or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification
    Number





 




     A-4-13


     


    

 


DISTRIBUTION
INSTRUCTIONS


 





The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 






     A-4-14


     


    


 


EXHIBIT
A-5


 


CSAIL
2017-CX9 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS A-5


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset
Representations Reviewer, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,”
AS THOSE


 





 






		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.






		2	Global
                                         Certificate legend.



 






    A-5-1 


     


    

 


 


TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    A-5-2 


     


    

 


CSAIL
2017-CX9 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS A-5


 


	Pass-Through
    Rate:  The lesser of 3.4456% per annum and the WAC Rate	 	 
	 	 	 
	First
    Distribution Date: October 17, 2017	 	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in September 2017 for that Mortgage Loan (or, in the case
    of any Mortgage Loan that has its first Due Date in October 2017, the date that would have been its Due Date in September
    2017 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate
    Initial Certificate Balance of the Class A-5 Certificates:  $140,010,000	 	 
	 	 	 


	CUSIP:  12595F
                                         AE2

         
	 	Initial
    Certificate Balance of this Certificate: $[__]
	ISIN:      US12595FAE25	 	 
	 	 	 
	Common
    Code: 169141258	 	 
	 	 	 
	No.:  A-5-1	 	 


 


This
certifies that [           ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class A-5 Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and 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 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,


 






    A-5-3 


     


    

 


Class
V1-F, Class V1-Z, Class V2-A, Class V2-Z, Class R and Class Z Certificates (together with the Class A-5 Certificates, the
“Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of September
1, 2017 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto
Capital Advisors, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,”
as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates, the Mortgage Loans 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 October 2017 (each
such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this
Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-5
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-5
Certificates is the calendar month immediately preceding the month in which such Distribution Date occurs and is assumed to consist
of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last Business Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are
required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder provided the Certificate Administrator with written
wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the
form of a standing order applicable to all subsequent Distribution Dates), or otherwise


 






    A-5-4 


     


    

 


(b)
by check mailed to such Certificateholder at its address in the Certificate Register. The final distribution on each Certificate
will be made in like manner, but only upon presentment and surrender of such Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate 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-5-5 


     


    

 


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 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; and (xii) 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 



 






    A-5-6 


     


    

 


certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;


 


		(iii)	to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder (including,
for the avoidance of doubt, any Holder of a VRR Interest), as evidenced in writing by an Opinion of Counsel at the expense of
the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such
amendment;



 


		(iv)	to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest),
or Companion Holder;



 


		(v)	to
modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Tax Person;



 


		(vi)	to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest) 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 



 






    A-5-7 


     


    

 


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


 


		(vii)	to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if any (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder (including,
for the avoidance of doubt, any Holder of a VRR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion
of Counsel;



 


		(viii)	to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded
Loan, as to the Directing Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority of
the Controlling Class, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to
any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 






    A-5-8 


     


    

 


		(ix)	to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders
(including, for the avoidance of doubt, any Holders of a VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if
any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided,
further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for
posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and
the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;



 


		(x)	to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or



 


		(xi)	to
modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules or any other regulations applicable
to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such
repeal.



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment (including, for the avoidance of doubt, any Holders of the VRR Interest
to the extent any such amendment would adversely affect the rights of such Certificateholders) evidencing in the aggregate not
less than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner
the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans that are required to be distributed on a Certificate of any class without the consent
                                         of the Holder of the Certificate or which are required to be distributed to a Companion
                                         Holder without the consent of such Companion Holder; or



 






    A-5-9 


     


    

 


		(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.


 


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


 






    A-5-10 


     


    

 


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 Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class
X-E, Class B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the
Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other
than the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for
all of the Mortgage Loans 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-5 Certificate to be duly executed.


 





	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
			Authorized Signatory


  


Dated:
September [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class A-5 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
September [__], 2017


 


	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory



















    A-5-12 


     


    

  


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto  ___________________________
 (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class A-5 Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-5 Certificate of the entire Percentage Interest represented by the within Class
A-5 Certificates to the above-named Assignee(s) and to deliver such Class A-5 Certificate to the following address:


 


Date: _________________


	 	 	 
		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number





 






    A-5-13 


     


    

  


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 








    A-5-14 


     


    

 


EXHIBIT
A-6


 


CSAIL
2017-CX9 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS A-SB


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]


 





 






		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 






    A-6-1 


     


    




  


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset
Representations Reviewer, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,”
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 






		1	Global
Certificate legend.



 






    A-6-1 


     


    

   


CSAIL
2017-CX9 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS A-SB


 


	Pass-Through
    Rate:  3.2563%	 
	 	 
	First
    Distribution Date: October 17, 2017	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in September 2017 for that Mortgage Loan (or, in the case
    of any Mortgage Loan that has its first Due Date in October 2017, the date that would have been its Due Date in September
    2017 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 
	Aggregate
    Initial Certificate Balance of the Class A-SB Certificates:  $14,861,000	 
	 	 


	CUSIP:    12595F
                                         AF9

        
	Initial
    Certificate Balance of this Certificate: $[__]
	 	 
	ISIN:        US12595FAF99




         
	 
	Common
    Code: 169141266	 
	 	 
	No.:  A-SB-1	 


 


This
certifies that [           ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class A-SB Certificates. The Trust Fund,
described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily
properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage
Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and
is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling
and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class
X-B, Class X-E, Class A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class V1-A, Class V1-B,
Class V1-D, Class V1-E,


 






    A-6-2 


     


    

  


Class
V1-F, Class V1-Z, Class V2-A, Class V2-Z, 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 September
1, 2017 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto
Capital Advisors, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,”
as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates, the Mortgage Loans 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 October 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 be in the
form of a standing order applicable to all subsequent Distribution Dates), or otherwise 



 






    A-6-3 


     


    

 


(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-6-4 


     


    

 


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 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; and (xii) 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 



 






    A-6-5 


     


    

 


certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;


 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest),
                                         as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
                                         such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
                                         with respect to such amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize the
                                         risk of the imposition of any such tax and (b) such action will not adversely affect
                                         in any material respect the interests of any Certificateholder (including, for the avoidance
                                         of doubt, any Holder of a VRR Interest), or Companion Holder;



 


		(v)	to
                                         modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing
                                         Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer
                                         of the Class R Certificates; provided the Depositor has determined that such change
                                         shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or
                                         any of the Certificateholders (other than the Transferor) to be subject to a federal
                                         tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S.
                                         Tax Person;



 


		(vi)	to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest) 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 



 






    A-6-6 


     


    

 


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


 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the then-current ratings assigned to each Class of Certificates
                                         by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the
                                         Rating Agencies and confirmation of the applicable rating agencies that such action will
                                         not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         of any class of Serviced Companion Loan Securities, if any (provided that such
                                         rating agency confirmation may be considered satisfied in the same manner as any Rating
                                         Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
                                         to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
                                         or supplement shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest)
                                         not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to
                                         modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement
                                         (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
                                         Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a
                                         Control Termination Event has not occurred and is not continuing and, with respect to
                                         any Mortgage Loans other than any Excluded Loan, as to the Directing Holder or, if the
                                         Directing Holder is the Directing Certificateholder, the Holder of the majority of the
                                         Controlling Class, the Directing Holder, determine that the commercial mortgage backed
                                         securities industry standard for such provisions has changed, in order to conform to
                                         such industry standard, (b) such modification does not adversely affect the status of
                                         any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
                                         the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each
                                         Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
                                         of Serviced Companion Loan Securities, the applicable rating agencies have delivered
                                         a confirmation that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings (provided that such rating agency confirmation
                                         may be considered satisfied in the same manner as any Rating Agency Confirmation may
                                         be considered satisfied with respect to the Certificates pursuant to Section 3.25 of
                                         the Pooling and Servicing Agreement);



 






    A-6-7 


     


    

 


		(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 a VRR Interest), as evidenced by (x) an
                                         Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency
                                         Confirmation from each Rating Agency rating such Certificates; and provided, further,
                                         that the Certificate Administrator shall give notice of any such amendment to the 17g-5
                                         Information Provider for posting to the 17g-5 Information Provider’s Website pursuant
                                         to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator
                                         shall post such notice to the Certificate Administrator’s Website;



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to comply with the requirements for use of Form SF-3
                                         in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
                                         or



 


		(xi)	to
                                         modify, eliminate or add to any of its provisions in the event the Credit Risk Retention
                                         Rules or any other regulations applicable to the risk retention requirements for this
                                         securitization transaction are amended or repealed, to the extent required to comply
                                         with any such amendment or to modify or eliminate the provision related to the risk retention
                                         requirements in the event of such repeal.



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment (including, for the avoidance of doubt, any Holders of the VRR Interest
to the extent any such amendment would adversely affect the rights of such Certificateholders) evidencing in the aggregate not
less than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner
the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans that are required to be distributed on a Certificate of any class without the consent
                                         of the Holder of the Certificate or which are required to be distributed to a Companion
                                         Holder without the consent of such Companion Holder; or



 






    A-6-8 


     


    

 


		(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.


 


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


 






    A-6-9 


     


    

 


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 Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class
X-E, Class B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the
Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other
than the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for
all of the Mortgage Loans 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-6-10 


     


    

 


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:
September [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class A-SB Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
September [__], 2017


 





	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory


 






    A-6-11 


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto  ___________________________
 (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class A-SB Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-SB Certificate of the entire Percentage Interest represented by the within Class
A-SB Certificates to the above-named Assignee(s) and to deliver such Class A-SB Certificate to the following address:


 


Date: _________________


	 	 	 
		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number





 






    A-6-12 


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 










    A-6-13 


     


    

 


EXHIBIT
A-7


 


CSAIL
2017-CX9 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS X-A


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset
Representations Reviewer, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE
NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNTS OF THE
CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB AND CLASS A-S CERTIFICATES. ACCORDINGLY,
THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS
CLASS X-A CERTIFICATE WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 





 









		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Global
                                         Certificate legend.



 






    A-7-1 


     


    

  


THIS
CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,”
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    A-7-2 


     


    

 


CSAIL
2017-CX9 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS X-A


 


	Pass-Through
    Rate:  Variable IO3	 
	 	 
	First
    Distribution Date: October 17, 2017	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in September 2017 for that Mortgage Loan (or, in the case
    of any Mortgage Loan that has its first Due Date in October 2017, the date that would have been its Due Date in September
    2017 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 
	Aggregate
    Initial Notional Amount of the Class X-A Certificates:  $703,205,000	 
	 	 


	CUSIP:    12595F
                                         AG7

         
	Initial
Notional Amount of this Certificate: $[__]

         

	ISIN:        US12595FAG72	 
	 	 
	Common
                                         Code: 169141274

        
	 
	 	 
	No.:  X-A-1	 


 


This
certifies that [           ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class X-A Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to
be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-B, Class X-E, Class
A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E,


 





 






		3	The
                                         initial approximate Pass-Through Rate as of the Closing Date is 0.9051%.



 


 






    A-7-3 


     


    

 


Class
V1-F, Class V1-Z, Class V2-A, Class V2-Z, 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 September
1, 2017 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto
Capital Advisors, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,”
as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates, the Mortgage Loans 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 October 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 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 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; and (xii) 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 









    A-7-6 


     


    

 


certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;


 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest),
                                         as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
                                         such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
                                         with respect to such amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize the
                                         risk of the imposition of any such tax and (b) such action will not adversely affect
                                         in any material respect the interests of any Certificateholder (including, for the avoidance
                                         of doubt, any Holder of a VRR Interest), or Companion Holder;



 


		(v)	to
                                         modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing
                                         Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer
                                         of the Class R Certificates; provided the Depositor has determined that such change
                                         shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or
                                         any of the Certificateholders (other than the Transferor) to be subject to a federal
                                         tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S.
                                         Tax Person;



 


		(vi)	to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest) 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 



  






    A-7-7 


     


    

 


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


 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the then-current ratings assigned to each Class of Certificates
                                         by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the
                                         Rating Agencies and confirmation of the applicable rating agencies that such action will
                                         not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         of any class of Serviced Companion Loan Securities, if any (provided that such
                                         rating agency confirmation may be considered satisfied in the same manner as any Rating
                                         Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
                                         to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
                                         or supplement shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest)
                                         not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to
                                         modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement
                                         (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
                                         Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a
                                         Control Termination Event has not occurred and is not continuing and, with respect to
                                         any Mortgage Loans other than any Excluded Loan, as to the Directing Holder or, if the
                                         Directing Holder is the Directing Certificateholder, the Holder of the majority of the
                                         Controlling Class, the Directing Holder, determine that the commercial mortgage backed
                                         securities industry standard for such provisions has changed, in order to conform to
                                         such industry standard, (b) such modification does not adversely affect the status of
                                         any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
                                         the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each
                                         Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
                                         of Serviced Companion Loan Securities, the applicable rating agencies have delivered
                                         a confirmation that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings (provided that such rating agency confirmation
                                         may be considered satisfied in the same manner as any Rating Agency Confirmation may
                                         be considered satisfied with respect to the Certificates pursuant to Section 3.25 of
                                         the Pooling and Servicing Agreement);



 






    A-7-8 


     


    

 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not
                                         adversely affect in any material respects the interests of any Certificateholders (including,
                                         for the avoidance of doubt, any Holders of a VRR Interest), as evidenced by (x) an
                                         Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency
                                         Confirmation from each Rating Agency rating such Certificates; and provided, further,
                                         that the Certificate Administrator shall give notice of any such amendment to the 17g-5
                                         Information Provider for posting to the 17g-5 Information Provider’s Website pursuant
                                         to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator
                                         shall post such notice to the Certificate Administrator’s Website;



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to comply with the requirements for use of Form SF-3
                                         in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
                                         or



 


		(xi)	to
                                         modify, eliminate or add to any of its provisions in the event the Credit Risk Retention
                                         Rules or any other regulations applicable to the risk retention requirements for this
                                         securitization transaction are amended or repealed, to the extent required to comply
                                         with any such amendment or to modify or eliminate the provision related to the risk retention
                                         requirements in the event of such repeal.



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment (including, for the avoidance of doubt, any Holders of the VRR Interest
to the extent any such amendment would adversely affect the rights of such Certificateholders) evidencing in the aggregate not
less than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner
the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans that are required to be distributed on a Certificate of any class without the consent
                                         of the Holder of the Certificate or which are required to be distributed to a Companion
                                         Holder without the consent of such Companion Holder; or



 






    A-7-9 


     


    

 


		(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.


 


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


 






    A-7-10 


     


    

 


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 Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class
X-E, Class B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the
Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other
than the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for
all of the Mortgage Loans 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-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:
September [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class X-A Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
September [__], 2017


 





	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory


 






    A-7-12 


     


    

 




 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto  ___________________________
 (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class X-A Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class X-A Certificate of the entire Percentage Interest represented by the within Class
X-A Certificates to the above-named Assignee(s) and to deliver such Class X-A Certificate to the following address:


 


Date: _________________


	 	 	 
		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number





 






    A-7-13 


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 










    A-7-14 


     


    







 


EXHIBIT
A-8


 


CSAIL 2017-CX9
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS X-B


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


THE NOTIONAL AMOUNT OF
THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNTS OF THE CLASS B AND
CLASS C CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT
SET FORTH BELOW.


 


THIS CLASS X-B CERTIFICATE
WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 





 



 


1
       Legend required as long as DTC is the Depository
under the Pooling and Servicing Agreement.


 


2
       Global Certificate legend.




 






    A-8-1


     


    

 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    A-8-2


     


    

 


CSAIL 2017-CX9
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS X-B


 


	Pass-Through Rate:  Variable IO3	 	 
	 	 	 
	First Distribution Date: October 17, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in September 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in October 2017, the date that would have been its Due Date in September 2017 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-B Certificates:  $73,004,000	 	 


 


	
        CUSIP:  12595F
AH5

         
	 	
        Initial Notional Amount of this
Certificate: $[__]

	ISIN:      US12595FAH55	 	 
	 	 	 
	Common Code: 169141282 	 	 
	 	 	 
	No.:  X-B-1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class X-B Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties and
held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be
serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-E, Class
A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V1-F, Class V1-Z,
Class V2-A, Class V2-Z, Class R and Class Z Certificates (together


 





 



 


3
The initial approximate Pass-Through Rate as of the Closing Date is 0.1118%.


 






    A-8-3


     


    

 


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 September 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto Capital Advisors, LLC, as Special
Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans 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 October 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 (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final


 






    A-8-4


     


    

 


distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate 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


 






    A-8-5


     


    

 


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 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; and (xii) 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 



 






    A-8-6


     


    

 


Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;


 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest), as evidenced in writing by an Opinion of Counsel at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect
to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a VRR Interest), or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 


		(vi)	to revise or add any other provisions
with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that
the required action shall not adversely affect in any material respect the interests of any Certificateholder (including, for
the avoidance of doubt, any Holder of a VRR Interest) 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



 






    A-8-7


     


    

 


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


 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest) not consenting to such amendment or supplement, as evidenced
by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with
respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master
Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and, with respect
to any Mortgage Loans other than any Excluded Loan, as to the Directing Holder or, if the Directing Holder is the Directing Certificateholder,
the Holder of the majority of the Controlling Class, the Directing Holder, determine that the commercial mortgage backed securities
industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not
adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 






    A-8-8


     


    

 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders (including, for the avoidance of doubt, any Holders of a VRR Interest), as evidenced by (x) an Opinion
of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such
Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv); or



 


		(xi)	to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules
or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention
requirements in the event of such repeal.



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment (including, for the avoidance of doubt, any Holders of the VRR Interest to the extent any such
amendment would adversely affect the rights of such Certificateholders) evidencing in the aggregate not less than a majority of
the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders
of Certificates of such Class; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 






    A-8-9


     


    

 


		(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.


 


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


 






    A-8-10


     


    

 


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 Balance of the Mortgage Loans
as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class X-E, Class
B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders
acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 






    A-8-11


     


    

 





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-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:
September [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class X-B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
September [__], 2017


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory


  




    A-8-12


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto  ___________________________
 (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class X-B Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class X-B Certificate of the entire Percentage Interest represented by the within Class
X-B Certificates to the above-named Assignee(s) and to deliver such Class X-B Certificate to the following address:


 


Date: _________________


	 	 	 
		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number





 




    A-8-13


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 







    A-8-14


     


    

 


EXHIBIT
A-9


 


CSAIL 2017-CX9
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS X-E


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


THE NOTIONAL AMOUNT
OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CLASS E
CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL
AMOUNT SET FORTH BELOW.


 


THIS CLASS X-E CERTIFICATE
WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 





 



 


1
       Legend required as long as DTC is the Depository
under the Pooling and Servicing Agreement.


 


2
       Global Certificate legend.


 






    A-9-1


     


    

 


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-9-2


     


    

 


CSAIL 2017-CX9
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS X-E


 


	Pass-Through Rate:  Variable IO3	 	 
	 	 	 
	First Distribution Date: October 17, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in September 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in October 2017, the date that would have been its Due Date in September 2017 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-E Certificates:  $18,252,000	 	 


 


	
        CUSIP:  12595F
AM44

12595F AN25

U22881 AA16 
	 	
        Initial Notional Amount of this Certificate:

        

        $[__]

         

	
        ISIN:      US12595FAM417

  US12595FAN248

  USU22881AA179 
	 	 
	 	 	 
	Common Code: [____]	 	 
	 	 	 
	No.:  X-E-1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class X-E Certificates.


 





 



 


3
The initial approximate Pass-Through Rate as of the Closing Date is 0.9180%.


 


4
For Rule 144A Certificates


 


5
For IAI Certificates


 


6
For Regulation S Certificates


 


7
For Rule 144A Certificates


 


8
For IAI Certificates


 


9
For Regulation S Certificates



 






    A-9-3


     


    

 


The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties and
held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be
serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class
A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V1-F, Class V1-Z,
Class V2-A, Class V2-Z, Class 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 September 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto Capital Advisors, LLC, as Special
Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans 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 October 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
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.


 






    A-9-4


     


    

 


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


 






    A-9-5


     


    

 


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 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; and (xii) 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-9-6


     


    

 


Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 






    A-9-7


     


    

 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest), as evidenced in writing by an Opinion of Counsel at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect
to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a VRR Interest), or 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-9-8


     


    

 


respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest) or any holder
of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest) not consenting to such amendment or supplement, as evidenced
by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections
3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the Directing
Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority of the Controlling Class, the
Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion
of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies



 






    A-9-9


     


    

 


have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders (including, for the avoidance of doubt, any Holders of a VRR Interest), as evidenced by (x) an Opinion
of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such
Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv); or



 


		(xi)	to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules
or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention
requirements in the event of such repeal.



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment (including, for the avoidance of doubt, any Holders of the VRR Interest to the extent any such
amendment would adversely affect the rights of such Certificateholders) evidencing in the aggregate not less than a majority of
the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders
of Certificates of such Class; provided, however, that no such amendment shall:


 






    A-9-10


     


    

 


		(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-9-11


     


    

 


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 Balance of the Mortgage Loans
as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-E, Class B and Class
C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in
unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans
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-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:
September [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class X-E Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
September [__], 2017


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory


  




    A-9-13


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto  ___________________________
 (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class X-E Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class X-E Certificate of the entire Percentage Interest represented by the within Class
X-E Certificates to the above-named Assignee(s) and to deliver such Class X-E Certificate to the following address:


 


Date: _________________


	 	 	 
		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number





 




    A-9-14


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 







    A-9-15


     


    

 


EXHIBIT
A-10


 


CSAIL 2017-CX9
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS A-S


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE


 





 



 


1
       Legend required as long as DTC is the Depository
under the Pooling and Servicing Agreement.


 


2
       Global Certificate legend.




 






    A-10-1


     


    

 


TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    A-10-2


     


    

 


CSAIL 2017-CX9
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS A-S


 


	Pass-Through Rate: The lesser of 3.6998% per annum and the WAC Rate	 	 
	 	 	 
	First Distribution Date: October 17, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in September 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in October 2017, the date that would have been its Due Date in September 2017 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class A-S Certificates:  $101,992,000	 	 


 


	
        CUSIP: 12595F AJ1 
	 	Initial Certificate Balance of this Certificate: $[__] 
	 	 	 
	
        ISIN:     US12595FAJ12 
	 	 
	 	 	 
	Common Code: 169141304	 	 
	 	 	 
	No.:  A-S-1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class A-S Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to
be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B,
Class X-E, Class B, Class C, Class D, Class E, Class F, Class NR, Class V1-A, Class V1-B, Class V1-D,
Class V1-E, Class V1-F, Class V1-Z, Class V2-A, Class V2-Z, Class R and Class Z Certificates


 






    A-10-3


     


    

 


(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 September 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto Capital Advisors, LLC, as Special
Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans 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 October 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 (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final


 






    A-10-4


     


    

 


distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate 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


 






    A-10-5


     


    

 


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 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; and (xii) 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 



 






    A-10-6


     


    

 


Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;


 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest), as evidenced in writing by an Opinion of Counsel at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect
to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a VRR Interest), or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 


		(vi)	to revise or add any other provisions
with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that
the required action shall not adversely affect in any material respect the interests of any Certificateholder (including, for
the avoidance of doubt, any Holder of a VRR Interest) 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



 






    A-10-7


     


    

 


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


 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest) not consenting to such amendment or supplement, as evidenced
by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with
respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master
Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and, with respect
to any Mortgage Loans other than any Excluded Loan, as to the Directing Holder or, if the Directing Holder is the Directing Certificateholder,
the Holder of the majority of the Controlling Class, the Directing Holder, determine that the commercial mortgage backed securities
industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not
adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 






    A-10-8


     


    

 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders (including, for the avoidance of doubt, any Holders of a VRR Interest), as evidenced by (x) an Opinion
of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such
Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv); or



 


		(xi)	to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules
or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention
requirements in the event of such repeal.



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment (including, for the avoidance of doubt, any Holders of the VRR Interest to the extent any such
amendment would adversely affect the rights of such Certificateholders) evidencing in the aggregate not less than a majority of
the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders
of Certificates of such Class; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 






    A-10-9


     


    

 


		(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.


 


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


 






    A-10-10


     


    

 


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 Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class X-E, Class
B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders
acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 






    A-10-11


     


    

 





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class 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:
September [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-S Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
September [__], 2017


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory


  




    A-10-12


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto  ___________________________
 (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class A-S Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-S Certificate of the entire Percentage Interest represented by the within Class
A-S Certificates to the above-named Assignee(s) and to deliver such Class A-S Certificate to the following address:


 


Date: _________________


	 	 	 
		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number





 




    A-10-13


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 







    A-10-14


     


    

 


EXHIBIT
A-11


 


CSAIL 2017-CX9
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS B


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE


 





 



 


1
       Legend required as long as DTC is the Depository
under the Pooling and Servicing Agreement.


 


2
       Global Certificate legend.




 






    A-11-1


     


    

 


TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



    A-11-2


     


    




 


CSAIL 2017-CX9
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS B


 


	Pass-Through Rate:  WAC Rate minus 0.1900%3	 	 
	 	 	 
	First Distribution Date: October 17, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in September 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in October 2017, the date that would have been its Due Date in September 2017 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class B Certificates:  $42,943,000	 	 
	 	 	 
	
        CUSIP:  12595F AK8

        

         
	 	Initial Certificate Balance of this Certificate: $[__] 
	
        ISIN:      US12595FAK84

        
	 	 
	 	 	 
	Common Code: 169141312	 	 
	 	 	 
	No.:  B-1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class B Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties and
held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be
serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B,
Class X-E, Class A-S, Class C, Class D, Class E, Class F, Class NR, Class V1-A, Class V1-B, Class V1-D,


 





 



 


3
The initial approximate Pass-Through Rate of this certificate will be 3.9710%.


 



    A-11-3


     


    




 


Class
V1-E, Class V1-F, Class V1-Z, Class V2-A, Class V2-Z, Class R and Class Z Certificates (together with the Class B Certificates,
the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of September 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto Capital Advisors, LLC, as Special
Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans 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 October 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-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 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; and (xii) 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 



 






    A-11-6


     


    

 


certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;


 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest), as evidenced in writing by an Opinion of Counsel at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect
to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a VRR Interest), or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 


		(vi)	to revise or add any other provisions
with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that
the required action shall not adversely affect in any material respect the interests of any Certificateholder (including, for
the avoidance of doubt, any Holder of a VRR Interest) 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



 






    A-11-7


     


    

 


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


 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest) not consenting to such amendment or supplement, as evidenced
by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with
respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master
Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and, with respect
to any Mortgage Loans other than any Excluded Loan, as to the Directing Holder or, if the Directing Holder is the Directing Certificateholder,
the Holder of the majority of the Controlling Class, the Directing Holder, determine that the commercial mortgage backed securities
industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not
adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 






    A-11-8


     


    

 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders (including, for the avoidance of doubt, any Holders of a VRR Interest), as evidenced by (x) an Opinion
of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such
Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv); or



 


		(xi)	to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules
or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention
requirements in the event of such repeal.



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment (including, for the avoidance of doubt, any Holders of the VRR Interest to the extent any such
amendment would adversely affect the rights of such Certificateholders) evidencing in the aggregate not less than a majority of
the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders
of Certificates of such Class; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 






    A-11-9


     


    

 


		(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.


 


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


 






    A-11-10


     


    

 


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 Balance of the Mortgage Loans
as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class X-E, Class
B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders
acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans
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 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:
September [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
September [__], 2017


 





	 	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 B Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class B Certificate of the entire Percentage Interest represented by the within Class
B Certificates to the above-named Assignee(s) and to deliver such Class B Certificate to the following address:


 


Date: _________________


	 	 	 
		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number





 




    A-11-13


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 







    A-11-14


     


    



 


EXHIBIT
A-12


 


CSAIL
2017-CX9 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS C


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset
Representations Reviewer, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,”
AS THOSE


 








 



 


		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Global
                                         Certificate legend.




 






    A-12-1 


     


    

 


TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    A-12-2 


     


    

 


CSAIL
2017-CX9 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS C



 


	Pass-Through
    Rate:  WAC Rate 3	 	 
	 	 	 
	First
    Distribution Date: October 17, 2017	 	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in September 2017 for that Mortgage Loan (or, in the case
    of any Mortgage Loan that has its first Due Date in October 2017, the date that would have been its Due Date in September
    2017 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate
    Initial Certificate Balance of the Class C Certificates:  $30,061,000	 	 
	 	 	 
	CUSIP:    12595F
    AL6	 	Initial
    Certificate Balance of this Certificate: $[__] 
	 	 	 
	ISIN:        US12595FAL67
	 	 
	 	 	 
	Common
    Code: 169141339	 	 
	 	 	 
	No.:  C-1	 	 


 


This
certifies that [           ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class C Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to
be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B,
Class X-E, Class A-S, Class B, Class D, Class E, Class F, Class NR, Class V1-A, Class V1-B, Class V1-D, Class
V1-E, Class V1-F, Class V1-Z, Class V2-A, Class V2-Z, Class R and Class Z Certificates


 





 



 


3
The initial approximate Pass-Through Rate of this certificate will be 4.1610%.


 






    A-12-3 


     


    

 


(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 September
1, 2017 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto
Capital Advisors, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,”
as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates, the Mortgage Loans 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 October 2017 (each
such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this
Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class C
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class C Certificates
is the calendar month immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last Business Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are
required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder provided the Certificate Administrator with written
wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the
form of a standing order applicable to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder
at its address in the Certificate Register. The final


 






    A-12-4 


     


    

 


distribution
on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate 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


 






    A-12-5 


     


    

 


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 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; and (xii)
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



 






    A-12-6 


     


    

 


Servicing
Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein or to
correct any error;


 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest),
                                         as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
                                         such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
                                         with respect to such amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize the
                                         risk of the imposition of any such tax and (b) such action will not adversely affect
                                         in any material respect the interests of any Certificateholder (including, for the avoidance
                                         of doubt, any Holder of a VRR Interest), or Companion Holder;



 


		(v)	to
                                         modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing
                                         Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer
                                         of the Class R Certificates; provided the Depositor has determined that such change
                                         shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or
                                         any of the Certificateholders (other than the Transferor) to be subject to a federal
                                         tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S.
                                         Tax Person;



 


		(vi)	to
                                         revise or add any other provisions with respect to matters or questions arising under
                                         the Pooling and Servicing Agreement or any other change; provided that the required
                                         action shall not adversely affect in any material respect the interests of any Certificateholder
                                         (including, for the avoidance of doubt, any Holder of a VRR Interest) 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



 






    A-12-7 


     


    

 


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


 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the then-current ratings assigned to each Class of Certificates
                                         by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the
                                         Rating Agencies and confirmation of the applicable rating agencies that such action will
                                         not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         of any class of Serviced Companion Loan Securities, if any (provided that such
                                         rating agency confirmation may be considered satisfied in the same manner as any Rating
                                         Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
                                         to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
                                         or supplement shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest)
                                         not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to
                                         modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement
                                         (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
                                         Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a
                                         Control Termination Event has not occurred and is not continuing and, with respect to
                                         any Mortgage Loans other than any Excluded Loan, as to the Directing Holder or, if the
                                         Directing Holder is the Directing Certificateholder, the Holder of the majority of the
                                         Controlling Class, the Directing Holder, determine that the commercial mortgage backed
                                         securities industry standard for such provisions has changed, in order to conform to
                                         such industry standard, (b) such modification does not adversely affect the status of
                                         any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
                                         the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each
                                         Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
                                         of Serviced Companion Loan Securities, the applicable rating agencies have delivered
                                         a confirmation that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings (provided that such rating agency confirmation may
                                         be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
                                         satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and
                                         Servicing Agreement);



 






    A-12-8 


     


    

 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
                                         affect in any material respects the interests of any Certificateholders (including, for
                                         the avoidance of doubt, any Holders of a VRR Interest), as evidenced by (x) an Opinion
                                         of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
                                         from each Rating Agency rating such Certificates; and provided, further,
                                         that the Certificate Administrator shall give notice of any such amendment to the 17g-5
                                         Information Provider for posting to the 17g-5 Information Provider’s Website pursuant
                                         to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator
                                         shall post such notice to the Certificate Administrator’s Website; 



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to comply with the requirements for use of Form SF-3
                                         in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
                                         or



 


		(xi)	to
                                         modify, eliminate or add to any of its provisions in the event the Credit Risk Retention
                                         Rules or any other regulations applicable to the risk retention requirements for this
                                         securitization transaction are amended or repealed, to the extent required to comply
                                         with any such amendment or to modify or eliminate the provision related to the risk retention
                                         requirements in the event of such repeal.



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment (including, for the avoidance of doubt, any Holders of the VRR Interest
to the extent any such amendment would adversely affect the rights of such Certificateholders) evidencing in the aggregate not
less than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner
the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans that are required to be distributed on a Certificate of any class without the consent
                                         of the Holder of the Certificate or which are required to be distributed to a Companion
                                         Holder without the consent of such Companion Holder; or



 






    A-12-9 


     


    

 


		(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.


 


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


 






    A-12-10 


     


    

 


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 Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class
X-E, Class B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than
the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of
the Mortgage Loans 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 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:
September [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class C Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
September [__], 2017


 





	 	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 C Certificate and hereby authorize(s) the registration of transfer
of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class C Certificate of the entire Percentage Interest represented
by the within Class C Certificates to the above-named Assignee(s) and to deliver such Class C Certificate to the following address:


 


Date:
_________________


	 	 	 
		 	Signature by
    or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification
    Number





 




    A-12-13 


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: __________________________________ Distributions, if
being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________. This information is provided by ______________________________, the Assignee(s) named
above or ____________________________________ as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print
    or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification
    Number


 










    A-12-14 


     


    




EXHIBIT
A-13


 


CSAIL
2017-CX9 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS D


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST
HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE
DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR
PRIVATE INSURER.


 






    A-13-1 


     


    

 


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-13-2 


     


    

 


CSAIL
2017-CX9 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS D


 


	Pass-Through
    Rate:  WAC Rate 1	 	 
	 	 	 
	First
    Distribution Date: October 17, 2017	 	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in September 2017 for that Mortgage Loan (or, in the case
    of any Mortgage Loan that has its first Due Date in October 2017, the date that would have been its Due Date in September
    2017 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate
    Initial Certificate Balance of the Class D Certificates:  $31,134,000	 	 
	 	 	 
	CUSIP:    12595F
        AP72

                         12595F
        AQ53

                         U22881
        AA14
	 	Initial
    Certificate Balance of this Certificate: $[__]
	 	 	 
	ISIN:        US12595FAP715

                         US12595FAQ546

                         USU22881AA177
	 	 
	 	 	 
	Common
    Code: [____]8  	 	 
	[____]9	 	 
	No.:  D-1	 	 


 





 



 





1
The initial approximate Pass-Through Rate as of the Closing Date is 4.1610%.


 


2
For Rule 144A Certificates


 


3
For IAI Certificates


 


4
For Regulation S Certificates


 


5
For Rule 144A Certificates


 


6
For IAI Certificates


 


7
For Regulation S Certificates


 


8
For Rule 144A Certificates


 


9
For IAI Certificates 


 






    A-13-3 


     


    

 


This
certifies that [           ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class D Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to
be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class
X-E, Class A-S, Class B, Class C, Class E, Class F, Class NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E,
Class V1-F, Class V1-Z, Class V2-A, Class V2-Z, Class 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 September
1, 2017 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto
Capital Advisors, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,”
as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates, the Mortgage Loans 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 October 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 Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest


 






    A-13-4 


     


    

 





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); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans


 






    A-13-5 


     


    

 


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 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; and (xii) 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-13-6 


     


    

 


Representations Reviewer, the
Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent
of any of the Certificateholders or the Companion Holders:


 


		(i)	to
                                         correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to
                                         cause the provisions in the Pooling and Servicing Agreement to conform or be consistent
                                         with or in furtherance of the statements made in the Prospectus (or in an offering document
                                         for any related non-offered certificates) with respect to the Certificates, the Trust
                                         or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
                                         which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest),
                                         as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
                                         such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
                                         with respect to such amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize the
                                         risk of the imposition of any such tax and (b) such action will not adversely affect
                                         in any material respect the interests of any Certificateholder (including, for the avoidance
                                         of doubt, any Holder of a VRR Interest), or 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-13-7 


     


    

 


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 a VRR Interest) or any holder of
                                         a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as
                                         evidenced in writing by an Opinion of Counsel, at the expense of the party requesting
                                         such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
                                         Agencies with respect to such amendment or supplement and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any class of Serviced Companion Loan Securities, if any
                                         (provided that such rating agency confirmation may be considered satisfied in
                                         the same manner as any Rating Agency Confirmation may be considered satisfied with respect
                                         to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the then-current ratings assigned to each Class of Certificates
                                         by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the
                                         Rating Agencies and confirmation of the applicable rating agencies that such action will
                                         not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         of any class of Serviced Companion Loan Securities, if any (provided that such
                                         rating agency confirmation may be considered satisfied in the same manner as any Rating
                                         Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
                                         to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
                                         or supplement shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest)
                                         not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to
                                         modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement
                                         (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
                                         Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a
                                         Control Termination Event has not occurred and is not continuing and, with respect to
                                         any Mortgage Loans other than any Excluded Loan, as to the Directing Holder or, if the
                                         Directing Holder is the Directing Certificateholder, the Holder of the majority of the
                                         Controlling Class, the



 






    A-13-8 


     


    

 


Directing
Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or
the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
                                         affect in any material respects the interests of any Certificateholders (including, for
                                         the avoidance of doubt, any Holders of a VRR Interest), as evidenced by (x) an Opinion
                                         of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
                                         from each Rating Agency rating such Certificates; and provided, further,
                                         that the Certificate Administrator shall give notice of any such amendment to the 17g-5
                                         Information Provider for posting to the 17g-5 Information Provider’s Website pursuant
                                         to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator
                                         shall post such notice to the Certificate Administrator’s Website; 



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to comply with the requirements for use of Form SF-3
                                         in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
                                         or



 


		(xi)	to
                                         modify, eliminate or add to any of its provisions in the event the Credit Risk Retention
                                         Rules or any other regulations applicable to the risk retention requirements for this
                                         securitization transaction are amended or repealed, to the extent required to comply
                                         with any such amendment or to modify or eliminate the provision related to the risk retention
                                         requirements in the event of such repeal.



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 






    A-13-9 


     


    

 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment (including, for the avoidance of doubt, any Holders of the VRR Interest
to the extent any such amendment would adversely affect the rights of such Certificateholders) evidencing in the aggregate not
less than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner
the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans 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


 






    A-13-10 


     


    

 


effect
that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied
and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the
Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person
in accordance with such amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC,
or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under
the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) 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 Balance of the Mortgage Loans
as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class
X-E, Class B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than
the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of
the Mortgage Loans 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 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:
September [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class D Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
September [__], 2017


 





	 	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 D Certificate and hereby authorize(s) the registration of transfer
of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class D Certificate of the entire Percentage Interest represented
by the within Class D Certificates to the above-named Assignee(s) and to deliver such Class D Certificate to the following address:


 


Date:
_________________


	 	 	 
		 	Signature by
    or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification
    Number





 




    A-13-13 


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: __________________________________ Distributions, if
being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________. This information is provided by ______________________________, the Assignee(s) named
above or ____________________________________ as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print
    or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification
    Number


 










    A-13-14 


     


    

 


EXHIBIT
A-14


 


CSAIL
2017-CX9 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS E


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST
HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset
Representations Reviewer, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE INITIAL


 





 



 





		1	Temporary
                                         Regulation S Global Certificate legend.



 


		2	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		3	Global
                                         Certificate legend.



  






    A-14-1 


     


    

 


PURCHASER
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A NON-“U.S. PERSON” IN AN “OFFSHORE
TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL
SECURITIES LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS
SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE
THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
WILL BE MET WITH


 






    A-14-2 


     


    

 


RESPECT
TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT
TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND
DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS
CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,”
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    A-14-3 


     


    

 


CSAIL
2017-CX9 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS E


 


	Pass-Through
    Rate:  The lesser of 3.2430% per annum and the WAC Rate	 
	 	 
	First
    Distribution Date: October 17, 2017	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in September 2017 for that Mortgage Loan (or, in the case
    of any Mortgage Loan that has its first Due Date in October 2017, the date that would have been its Due Date in September
    2017 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 
	Aggregate
    Initial Certificate Balance of the Class E Certificates:  $18,252,000	 
	 	 


	CUSIP:    12595F
                           AR34

                                            12595F
                           AS15

                                            U22881
                           AC76
	Initial
    Certificate Balance of this Certificate: $[__]
	 	 
	ISIN:        US12595FAR387

                                                                    US12595FAS118

                                                                    USU22881AC729
	 
	 	 
	Common
    Code: [____]10  	 
	[____]11	 
	No.:  [E-1][E-S-1]	 


 





 



 





4
For Rule 144A Certificates


 


5
For IAI Certificates


 


6
For Regulation S Certificates


 


7
For Rule 144A Certificates


 


8
For IAI Certificates


 


9
For Regulation S Certificates


 


10
For Rule 144A Certificates


 


11
For IAI Certificates


 






    A-14-4 


     


    

 







This
certifies that [           ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class E Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to
be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B,
Class X-E, Class A-S, Class B, Class C, Class D, Class F, Class NR, Class V1-A, Class V1-B, Class V1-D, Class
V1-E, Class V1-F, Class V1-Z, Class V2-A, Class V2-Z, Class 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 September
1, 2017 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto
Capital Advisors, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,”
as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates, the Mortgage Loans 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 October 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 Accrual Period” with respect to any Distribution Date and with respect to the Class E Certificates


 






    A-14-5 


     


    

 


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 due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due


 






    A-14-6 


     


    

 


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 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; and (xii) the proceeds of the foregoing (other than any interest earned
on deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest
belongs to the related Mortgagor).


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent
of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes
whatsoever, and none of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar
shall be affected by any notice to the contrary.


 






    A-14-7 


     


    

 


The
Pooling and Servicing Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent
of any of the Certificateholders or the Companion Holders:


 


		(i)	to
                                         correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to
                                         cause the provisions in the Pooling and Servicing Agreement to conform or be consistent
                                         with or in furtherance of the statements made in the Prospectus (or in an offering document
                                         for any related non-offered certificates) with respect to the Certificates, the Trust
                                         or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
                                         which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest),
                                         as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
                                         such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
                                         with respect to such amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize the
                                         risk of the imposition of any such tax and (b) such action will not adversely affect
                                         in any material respect the interests of any Certificateholder (including, for the avoidance
                                         of doubt, any Holder of a VRR Interest), or Companion Holder;



 


		(v)	to
                                         modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing
                                         Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer
                                         of the Class R Certificates; provided the Depositor has determined that such change
                                         shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or
                                         any of the Certificateholders (other than the Transferor) to be subject to a



 






    A-14-8 


     


    

 


federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person;


 


		(vi)	to
                                         revise or add any other provisions with respect to matters or questions arising under
                                         the Pooling and Servicing Agreement or any other change; provided that the required
                                         action shall not adversely affect in any material respect the interests of any Certificateholder
                                         (including, for the avoidance of doubt, any Holder of a VRR Interest) or any holder of
                                         a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as
                                         evidenced in writing by an Opinion of Counsel, at the expense of the party requesting
                                         such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
                                         Agencies with respect to such amendment or supplement and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any class of Serviced Companion Loan Securities, if any
                                         (provided that such rating agency confirmation may be considered satisfied in
                                         the same manner as any Rating Agency Confirmation may be considered satisfied with respect
                                         to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the then-current ratings assigned to each Class of Certificates
                                         by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the
                                         Rating Agencies and confirmation of the applicable rating agencies that such action will
                                         not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         of any class of Serviced Companion Loan Securities, if any (provided that such
                                         rating agency confirmation may be considered satisfied in the same manner as any Rating
                                         Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
                                         to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
                                         or supplement shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest)
                                         not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to
                                         modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement
                                         (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
                                         Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a
                                         Control Termination Event has not occurred and is not continuing and, with respect to
                                         any Mortgage Loans other than any Excluded Loan, as to the Directing Holder or, if the
                                         Directing Holder is the Directing Certificateholder, the Holder of the majority of the
                                         Controlling Class, the Directing Holder, determine that the commercial mortgage backed
                                         securities industry standard for such provisions has changed, in order to



 






    A-14-9 


     


    

 


conform
to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status
of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c)
each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
                                         affect in any material respects the interests of any Certificateholders (including, for
                                         the avoidance of doubt, any Holders of a VRR Interest), as evidenced by (x) an Opinion
                                         of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
                                         from each Rating Agency rating such Certificates; and provided, further,
                                         that the Certificate Administrator shall give notice of any such amendment to the 17g-5
                                         Information Provider for posting to the 17g-5 Information Provider’s Website pursuant
                                         to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator
                                         shall post such notice to the Certificate Administrator’s Website; 



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to comply with the requirements for use of Form SF-3
                                         in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
                                         or



 


		(xi)	to
                                         modify, eliminate or add to any of its provisions in the event the Credit Risk Retention
                                         Rules or any other regulations applicable to the risk retention requirements for this
                                         securitization transaction are amended or repealed, to the extent required to comply
                                         with any such amendment or to modify or eliminate the provision related to the risk retention
                                         requirements in the event of such repeal.



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment


 






    A-14-10 


     


    

 


(including,
for the avoidance of doubt, any Holders of the VRR Interest to the extent any such amendment would adversely affect the rights
of such Certificateholders) evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans 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


 






    A-14-11 


     


    

 


granted
to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in the imposition
of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause
the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) 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 Balance of the Mortgage Loans
as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class
X-E, Class B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than
the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of
the Mortgage Loans 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-14-12 


     


    

 


 


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:
September [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class E Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
September [__], 2017


 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
	 	not
                                         in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized
                                         Signatory


  




    A-14-13 


     


    

 


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-14-14 


     


    

 


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-14-15 


     


    



 


EXHIBIT
A-15


 


CSAIL 2017-CX9
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS F


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE INITIAL


 





 



 


1       Temporary Regulation S Global Certificate
legend.


 


2       Legend required as long as DTC is the Depository
under the Pooling and Servicing Agreement.


 


3       Global Certificate legend.




 






    A-15-1 


     


    

 


PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE HAS
NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A NON-“U.S. PERSON” IN AN “OFFSHORE
TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES
LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER
PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY
FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE,
UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH


 






    A-15-2 


     


    

 


RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH
RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING
AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    A-15-3 


     


    

 


CSAIL 2017-CX9
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS F


 


	Pass-Through Rate: WAC Rate 4	 	 
	 	 	 
	First Distribution Date: October 17, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in September 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in October 2017, the date that would have been its Due Date in September 2017 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class F Certificates:  $8,588,000	 	 
	 	 	 


 


	
        CUSIP:  12595F AT95

        

        12595F AU66

        U22881 AD57

         
	 	Initial Certificate Balance of this Certificate: $[__]
	ISIN:     US12595FAT938

        US12595FAU669

USU22881AD5510
	 	 
	 	 	 
	
        Common Code: [____]11

        

        [____]12

        
	 	 
	 	 	 
	No.:  [F-1][F-S-1]	 	 


 





 



 


4
The initial approximate Pass-Through Rate as of the Closing Date is 4.1610%.


 


5
For Rule 144A Certificates


 


6
For IAI Certificates


 


7
For Regulation S Certificates


 


8
For Rule 144A Certificates


 


9
For IAI Certificates


 


10
For Regulation S Certificates


 


11
For Rule 144A Certificates


 


12
For IAI Certificates


 






    A-15-4 


     


    

 



This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class F Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties and
held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be
serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B,
Class X-E, Class A-S, Class B, Class C, Class D, Class E, Class NR, Class V1-A, Class V1-B, Class V1-D, Class
V1-E, Class V1-F, Class V1-Z, Class V2-A, Class V2-Z, Class 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 September 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto Capital Advisors, LLC, as Special
Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans 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 October 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
Accrual Period” with respect to any Distribution Date and with respect to the Class F Certificates


 






    A-15-5 


     


    

 


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 due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due


 






    A-15-6 


     


    

 


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 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; and (xii) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box
accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related
Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 






    A-15-7 


     


    

 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest), as evidenced in writing by an Opinion of Counsel at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect
to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a VRR Interest), or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a 



 






    A-15-8 


     


    

 


federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;


 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest) or any holder
of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest) not consenting to such amendment or supplement, as evidenced
by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections
3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the Directing
Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority of the Controlling Class, the
Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to



 






    A-15-9 


     


    

 


conform to such industry standard, (b) such modification does not
adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders (including, for the avoidance of doubt, any Holders of a VRR Interest), as evidenced by (x) an Opinion
of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such
Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv); or



 


		(xi)	to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules
or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention
requirements in the event of such repeal.



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment


 






    A-15-10 


     


    

 


(including, for the avoidance of doubt, any Holders of the VRR Interest to the extent any such
amendment would adversely affect the rights of such Certificateholders) evidencing in the aggregate not less than a majority of
the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders
of Certificates of such Class; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
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


 






    A-15-11 


     


    

 


granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) 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 Balance of the Mortgage Loans
as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class X-E, Class
B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders
acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans
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 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:
September [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class F Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
September [__], 2017


 





	 	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 F Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class F Certificate of the entire Percentage Interest represented by the within Class
F Certificates to the above-named Assignee(s) and to deliver such Class F Certificate to the following address:


 


Date: _________________


	 	 	 
		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number





 




    A-15-14 


     


    

 


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


 


CSAIL 2017-CX9
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS NR


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE INITIAL


 





 



 


1
       Temporary Regulation S Global Certificate
legend.


 


2
       Legend required as long as DTC is the Depository
under the Pooling and Servicing Agreement.


 


3
       Global Certificate legend.




 






    A-16-1 


     


    

 


PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE HAS
NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A NON-“U.S. PERSON” IN AN “OFFSHORE
TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES
LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER
PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY
FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE,
UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH


 






    A-16-2 


     


    

 


RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH
RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING
AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    A-16-3 


     


    

 


CSAIL 2017-CX9
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS NR


 


	Pass-Through Rate: WAC Rate 4	 	 
	 	 	 
	First Distribution Date: October 17, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in September 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in October 2017, the date that would have been its Due Date in September 2017 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class NR Certificates:  $24,693,503	 	 
	 	 	 


 


	
        CUSIP:  12595F AV45

12595F AW26

U22881 AE37

         
	 	Initial Certificate Balance of this Certificate: $[__]
	ISIN:     US12595FAV408

        US12595FAW239

USU22881AE3910
	 	 
	 	 	 
	Common Code: [____]11  [____]12	 	 
	 	 	 
	No.:  [NR-1][NR-S-1]	 	 


 





 



 


4
The initial approximate Pass-Through Rate as of the Closing Date is 4.1610%.


 


5
For Rule 144A Certificates


 


6
For IAI Certificates


 


7
For Regulation S Certificates


 


8
For Rule 144A Certificates


 


9
For IAI Certificates


 


10
For Regulation S Certificates


 


11
For Rule 144A Certificates


 


12
For IAI Certificates


 






    A-16-4 


     


    

 



This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class NR Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties and
held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be
serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B,
Class X-E, Class A-S, Class B, Class C, Class D, Class E, Class F, Class V1-A, Class V1-B, Class V1-D,
Class V1-E, Class V1-F, Class V1-Z, Class V2-A, Class V2-Z, Class 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 September 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto Capital Advisors, LLC, as Special
Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans 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 October 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
Accrual Period” with respect to any Distribution Date and with respect to the Class NR


 






    A-16-5 


     


    

 


Certificates is the calendar
month immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(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


 






    A-16-6 


     


    

 


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 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; and (xii) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box
accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related
Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 






    A-16-7 


     


    

 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest), as evidenced in writing by an Opinion of Counsel at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect
to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a VRR Interest), or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a 



 






    A-16-8 


     


    

 


federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;


 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest) or any holder
of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest) not consenting to such amendment or supplement, as evidenced
by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections
3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the Directing
Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority of the Controlling Class, the
Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to



 






    A-16-9 


     


    

 


conform to such industry standard, (b) such modification does not
adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders (including, for the avoidance of doubt, any Holders of a VRR Interest), as evidenced by (x) an Opinion
of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such
Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv); or



 


		(xi)	to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules
or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention
requirements in the event of such repeal.



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment


 






    A-16-10 


     


    

 


(including, for the avoidance of doubt, any Holders of the VRR Interest to the extent any such
amendment would adversely affect the rights of such Certificateholders) evidencing in the aggregate not less than a majority of
the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders
of Certificates of such Class; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
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


 






    A-16-11 


     


    

 


granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) 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 Balance of the Mortgage Loans
as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class X-E, Class
B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders
acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans
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 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:
September [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class NR Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
September [__], 2017


 





	 	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 NR Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class NR Certificate of the entire Percentage Interest represented by the within Class
NR Certificates to the above-named Assignee(s) and to deliver such Class NR Certificate to the following address:


 


Date: _________________


	 	 	 
		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number





 




    A-16-14 


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 










    A-16-15 


     


    

 


EXHIBIT
A-17


 


CSAIL 2017-CX9
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS R


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE INITIAL PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES
LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED BY
OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


THIS CERTIFICATE REPRESENTS
A “RESIDUAL INTEREST” IN THREE “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE


 






    A-17-1 


     


    

 


SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS,
INSTITUTIONS THAT ARE NOT U.S. PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT,
AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER
THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5), OR AN AGENT (INCLUDING A
BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY
PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY
INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES
ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE
ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH
PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR
AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE
IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS
CERTIFICATE REPRESENTS MULTIPLE “NON-ECONOMIC RESIDUAL INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c),
AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY
SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY
ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE
AS SPECIFIED IN TREASURY REGULATIONS.


 






    A-18-2 


     


    

 


CSAIL 2017-CX9
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS R


 


	Percentage Interest:  N/A	 
	 	 
	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in September 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in October 2017, the date that would have been its Due Date in September 2017 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).	 


 


	
        CUSIP:  12595F AZ51

        

        12595F BA92

        

        U22881 AG83

        

        

         
	 
	
        ISIN:     US12595FAZ534

        

        US12595FBA935

        

        USU22881AG866 
	 
	 	 
	No.:  R-1	 


 


This certifies that
[           ] is the registered owner of an interest in a Trust Fund, including
the distributions to be made with respect to the Class R Certificates. The Trust Fund, described more fully below, consists primarily
of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties and 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


 





 



 


1
For Rule 144A Certificates


 


2
For IAI Certificates


 


3
For Regulation S Certificates


 


4
For Rule 144A Certificates


 


5
For IAI Certificates


 


6
For Regulation S Certificates



 






    A-18-3 


     


    

 


between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate
shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-E, Class A-S, Class B, Class C,
Class D, Class E, Class F, Class NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V1-F, Class V1-Z, Class
V2-A, Class V2-Z 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 September 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto Capital Advisors, LLC, as Special
Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “residual interest” in three “real estate mortgage investment conduits,” as those terms are defined,
respectively, in Sections 860G(a)(2) and 860D of the Internal Revenue Code of 1986, as amended.


 


Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income. The Holder of the largest Percentage Interest in the Class R Certificates shall be the
“tax matters person” pursuant to Treasury Regulations Section 1.860F 4(d) and “partnership representative”
(within the meaning of Section 6223 of the Code, to the extent such provision is applicable to the Trust REMICs) for each Trust
REMIC, and the Certificate Administrator is hereby irrevocably designated and shall serve as attorney in fact and agent for any
such Person that is the “tax matters person” or “partnership representative”.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans 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 October 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.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons in whose names
the Certificates are registered at the


 






    A-18-4 


     


    

 


close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(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


 






    A-18-5 


     


    

 


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 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; and (xii) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box
accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related
Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 






    A-18-6 


     


    

 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest), as evidenced in writing by an Opinion of Counsel at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect
to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a VRR Interest), or 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-18-7 


     


    

 


respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest) or any holder
of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest) not consenting to such amendment or supplement, as evidenced
by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections
3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the Directing
Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority of the Controlling Class, the
Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion
of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies



 






    A-18-8 


     


    

 


have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders (including, for the avoidance of doubt, any Holders of a VRR Interest), as evidenced by (x) an Opinion
of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such
Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv); or



 


		(xi)	to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules
or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention
requirements in the event of such repeal.



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment (including, for the avoidance of doubt, any Holders of the VRR Interest to the extent any such
amendment would adversely affect the rights of such Certificateholders) evidencing in the aggregate not less than a majority of
the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders
of Certificates of such Class; provided, however, that no such amendment shall:


 






    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 Balance of the Mortgage Loans
as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class X-E, Class
B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders
acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans
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:
September [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class R Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
September [__], 2017


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory


  




    A-18-12 


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto  ___________________________
 (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class 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-18


 


CSAIL 2017-CX9
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS Z


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE INITIAL PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


THIS CERTIFICATE HAS
NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES
LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER
PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY
FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 






    A-18-1 


     


    

 


CSAIL 2017-CX9
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS Z


 


	Percentage Interest: [___]%	 
	 	 
	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in September 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in October 2017, the date that would have been its Due Date in September 2017 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).	 
	 	 	 





	
        CUSIP:  12595F AX01

        

        12595F AY82

        

        U22881 AF03

        

        

         
	 
	
        ISIN:     US12595FAX064

        

        US12595FAY885

        

        USU22881AF046

        

        

         
	 
	No.:  [Z-1][Z-S-1]	 


 


This certifies that
EIGHTFOLD REAL ESTATE CAPITAL FUND V, L.P.is the registered owner of an interest in a Trust Fund, including the distributions to
be made with respect to the Class Z Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage
Loans secured by first liens on commercial and multifamily properties and 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


 


 



 


1
For Rule 144A Certificates


 


2
For IAI Certificates


 


3
For Regulation S Certificates


 


4
For Rule 144A Certificates


 


5
For IAI Certificates


 


6
For Regulation S Certificates



 






    A-18-2 


     


    

 


Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-E, Class A-S, Class B, Class C, Class D,
Class E, Class F, Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V1-F, Class V1-Z, Class V2-A, Class V2-Z 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 September 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto Capital Advisors, LLC, as Special
Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a beneficial ownership of Excess Interest and the Excess Interest Distribution Account. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
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 October 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 (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-18-3 


     


    

 


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-18-4 


     


    

 


REMIC Distribution Account, the Regular Interest Distribution Account, the Excess Interest Distribution Account,
the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale
Reserve Account) and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment
income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the
rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi)
the Lower-Tier Regular Interests; and (xii) 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-18-5 


     


    

 


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 a VRR Interest), as evidenced in writing by an Opinion of Counsel at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect
to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a VRR Interest), or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 


		(vi)	to revise or add any other provisions
with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that
the required action shall not adversely affect in any material respect the interests of any Certificateholder (including, for
the avoidance of doubt, any Holder of a VRR Interest) 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-18-6 


     


    

 


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 a VRR Interest) not consenting to such amendment or supplement, as evidenced
by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with
respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master
Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and, with respect
to any Mortgage Loans other than any Excluded Loan, as to the Directing Holder or, if the Directing Holder is the Directing Certificateholder,
the Holder of the majority of the Controlling Class, the Directing Holder, determine that the commercial mortgage backed securities
industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not
adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 






    A-18-7 


     


    

 


		(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 a VRR Interest), as evidenced by (x) an Opinion
of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such
Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv); or



 


		(xi)	to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules
or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention
requirements in the event of such repeal.



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment (including, for the avoidance of doubt, any Holders of the VRR Interest to the extent any such
amendment would adversely affect the rights of such Certificateholders) evidencing in the aggregate not less than a majority of
the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders
of Certificates of such Class; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 






    A-18-8 


     


    

 


		(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.


 


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


 






    A-18-9 


     


    

 


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 Balance of the Mortgage Loans
as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class X-E, Class
B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders
acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans
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-18-10 


     


    




 





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:
September [__], 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class Z Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
September [__], 2017


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory


  




    A-18-11 


     


    

 


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-18-12 


     


    

 


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-18-13 


     


    



 


EXHIBIT A-19


 


CSAIL 2017-CX9 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS v1-a


 


[UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE
CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]1


 


[TRANSFERS OF THIS
GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE
DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING
HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS
IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH
BELOW.


 


IN ADDITION, SUBJECT
TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER CERTIFICATES IN
THE RELATED EXCHANGEABLE GROUP OF CERTIFICATES, MAY


 





 



 


1
                                                Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
       Global Certificate legend.



 






    		A-19-1	 



     


    

 


BE EXCHANGED FOR
ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


THIS CERTIFICATE
REPRESENTS BENEFICIAL OWNERSHIP OF MULTIPLE “REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,”
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    		A-19-2	 



     


    

 


CSAIL 2017-CX9 MORTGAGE
TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS V1-A


 


	Class V1-A
    Pass-Through Rate:  N/A.  The Class V1-A Certificates will not have a Pass-Through Rate, but will
    be entitled to receive the Class V1-A Percentage Interest of the sum of the interest distributable on the Class A-1, Class
    A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A and Class A-S Regular Interests.	 	CUSIP:  
                                                                         12595F         BB7

         

        ISIN:          US12595FBB76

         

	Original Aggregate Certificate
        Balance of the

        Class V1-A Certificates: $703,205,000

         

        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 A-5, Class X-A and Class A-S Regular Interests on the Closing Date (without giving effect
        to any exchanges on the Closing Date).

         
	 	Initial
    Certificate Balance of this Certificate as of the Closing Date:  $0 (subject to exchanges for another Exchangeable
    Group of Certificates pursuant to Section 5.09 of the Pooling and Servicing Agreement on or after the Closing Date)
	First
    Distribution Date: October 17, 2017	 	Cut-off
    Date: With respect to each Mortgage Loan, the Due Date in September 2017 for that Mortgage Loan (or, in the case of any Mortgage
    Loan that has its first Due Date in October 2017, the date that would have been its Due Date in September 2017 under the terms
    of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	No.: V1-A-[_]


 


This
certifies that [              ] is the registered
owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class V1-A
Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial and multifamily properties and 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,


 






    		A-19-3	 



     


    

 


Class A-2,
Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-E, Class A-S, Class B, Class C, Class D,
Class E, Class F, Class NR, Class V1-B, Class V1-D, Class V1-E, Class V1-F, Class V1-Z, Class V2-A, Class V2-Z, Class
R and Class Z Certificates (together with the Class V1-A Certificates, the “Certificates”; the Holders
of Certificates are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of September
1, 2017 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto
Capital Advisors, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents beneficial ownership of multiple “regular interests” in a “real estate mortgage investment
conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986,
as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates, the Mortgage Loans 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 October 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


 






    		A-19-4	 



     


    

 


no
less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order
applicable to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in
the Certificate Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and
surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders
of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(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


 






    		A-19-5	 



     


    

 


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
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; and (xii) 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-19-6	 



     


    

 


		(i)	to
                                         correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to
                                         cause the provisions in the Pooling and Servicing Agreement to conform or be consistent
                                         with or in furtherance of the statements made in the Prospectus (or in an offering document
                                         for any related non-offered certificates) with respect to the Certificates, the Trust
                                         or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
                                         which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest),
                                         as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
                                         such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
                                         with respect to such amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize the
                                         risk of the imposition of any such tax and (b) such action will not adversely affect
                                         in any material respect the interests of any Certificateholder (including, for the avoidance
                                         of doubt, any Holder of a VRR Interest), or 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-19-7	 



     


    

 


		 	respect
                                         the interests of any Certificateholder (including, for the avoidance of doubt, any Holder
                                         of a VRR Interest) or any holder of a Serviced Pari Passu Companion Loan not consenting
                                         to such revision or addition, as evidenced in writing by an Opinion of Counsel, at the
                                         expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
                                         from each of the Rating Agencies with respect to such amendment or supplement and confirmation
                                         of the applicable rating agencies that such action will not result in the downgrade,
                                         withdrawal or qualification of its then-current ratings of any class of Serviced Companion
                                         Loan Securities, if any (provided that such rating agency confirmation may be
                                         considered satisfied in the same manner as any Rating Agency Confirmation may be considered
                                         satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and
                                         Servicing Agreement);


 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the then-current ratings assigned to each Class of Certificates
                                         by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the
                                         Rating Agencies and confirmation of the applicable rating agencies that such action will
                                         not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         of any class of Serviced Companion Loan Securities, if any (provided that such
                                         rating agency confirmation may be considered satisfied in the same manner as any Rating
                                         Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
                                         to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
                                         or supplement shall not adversely affect in any material respect the interests of any
                                         Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest)
                                         not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded
Loan, as to the Directing Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority of
the Controlling Class, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to
any class of Serviced Companion Loan Securities, the applicable rating agencies 







    		A-19-8	 



     


    

 


have delivered
                                         a confirmation that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings (provided that such rating agency confirmation may
                                         be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
                                         satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and
                                         Servicing Agreement);


 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
                                         affect in any material respects the interests of any Certificateholders (including, for
                                         the avoidance of doubt, any Holders of a VRR Interest), as evidenced by (x) an Opinion
                                         of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
                                         from each Rating Agency rating such Certificates; and provided, further,
                                         that the Certificate Administrator shall give notice of any such amendment to the 17g-5
                                         Information Provider for posting to the 17g-5 Information Provider’s Website pursuant
                                         to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator
                                         shall post such notice to the Certificate Administrator’s Website;



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to comply with the requirements for use of Form SF-3
                                         in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
                                         or



 


		(xi)	to
                                         modify, eliminate or add to any of its provisions in the event the Credit Risk Retention
                                         Rules or any other regulations applicable to the risk retention requirements for this
                                         securitization transaction are amended or repealed, to the extent required to comply
                                         with any such amendment or to modify or eliminate the provision related to the risk retention
                                         requirements in the event of such repeal.



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment (including, for the avoidance of doubt, any Holders of the VRR Interest
to the extent any such amendment would adversely affect the rights of such Certificateholders) evidencing in the aggregate not
less than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner
the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:


 






    		A-19-9	 



     


    

 


		(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-19-10	 



     


    

 


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 Balance of the Mortgage Loans
as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class
X-E, Class B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than
the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of
the Mortgage Loans 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-19-11	 



     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class V1-A Certificate to be duly executed.


 


Dated: September
[__], 2017


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
			Authorized Signatory


 


Certificate of Authentication


 


This
is one of the Class V1-A Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: September
[__], 2017


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory


 




    		A-19-12	 



     


    

 


EXHIBIT A-20


 


CSAIL 2017-CX9 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS v1-B


 


[UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE
CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]1


 


[TRANSFERS OF THIS
GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE
DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING
HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS
IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH
BELOW.


 


IN ADDITION, SUBJECT
TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER CERTIFICATES IN
THE RELATED EXCHANGEABLE GROUP OF CERTIFICATES, MAY


 





 



 


1
                                                Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
       Global Certificate legend.


 






    		A-20-1	 



     


    

 


BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES, PURSUANT TO THE
PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


THIS CERTIFICATE
REPRESENTS BENEFICIAL OWNERSHIP OF MULTIPLE “REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,”
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    		A-20-2	 



     


    

 


CSAIL 2017-CX9 MORTGAGE
TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS V1-B


 


	Class V1-B
    Pass-Through Rate:  N/A.  The Class V1-B Certificates will not have a Pass-Through Rate, but will
    be entitled to receive the Class V1-B Percentage Interest of the sum of the interest distributable on the Class X-B, Class
    B and Class C Regular Interests.	 	
CUSIP:          12595F BC5

         

        ISIN:          US12595FBC59

        

	Original Aggregate Certificate
        Balance of the Class V1-B Certificates: $73,004,000

         

        The original aggregate Certificate
        Balance of the Class V1-B Certificates is equal to the aggregate Certificate Balance of the Class X-B, Class B and Class
        C Regular Interests on the Closing Date (without giving effect to any exchanges on the Closing Date).

         
	 	Initial
    Certificate Balance of this Certificate as of the Closing Date:  $0 (subject to exchanges for another Exchangeable
    Group of Certificates pursuant to Section 5.09 of the Pooling and Servicing Agreement on or after the Closing Date)
	First
    Distribution Date: October 17, 2017	 	Cut-off
    Date: With respect to each Mortgage Loan, the Due Date in September 2017 for that Mortgage Loan (or, in the case of any Mortgage
    Loan that has its first Due Date in October 2017, the date that would have been its Due Date in September 2017 under the terms
    of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	No.: V1-B-[__]


 


This
certifies that [              ] is the registered
owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class V1-B
Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial and multifamily properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund
was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-E, Class A-S, Class B, Class C, Class D, Class E,
Class F, Class NR, Class V1-A, Class V1-D,


 






    		A-20-3	 



     


    

 


Class V1-E, Class V1-F, Class V1-Z, Class V2-A, Class V2-Z, Class R and Class
Z Certificates (together with the Class V1-B Certificates, the “Certificates”; the Holders of Certificates
are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of September
1, 2017 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto
Capital Advisors, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents beneficial ownership of multiple “regular interests” in a “real estate mortgage investment
conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986,
as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates, the Mortgage Loans 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 October 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


 






    		A-20-4	 



     


    

 


(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-20-5	 



     


    

 


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 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; and (xii) 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 



 






    		A-20-6	 



     


    

 


certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;


 


		(iii)	to change the timing and/or nature of deposits in the
Collection Account, the Distribution Accounts or any REO Account; provided that (a) the P&I Advance Date shall
in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect
in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest),
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the
Pooling and Servicing Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that
the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests
of any Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest), or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section
5.03(o) of the Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer
of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion
of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person;



 


		(vi)	to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest) 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 



 






    		A-20-7	 



     


    

 


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


 


		(vii)	to amend or supplement any provision of the Pooling
and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by
each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any class of Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a
VRR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections 3.05 and 3.17
of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred
and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the Directing Holder or, if
the Directing Holder is the Directing Certificateholder, the Holder of the majority of the Controlling Class, the Directing Holder,
determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status
of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c)
each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);



 






    		A-20-8	 



     


    

 


		(ix)	to modify the procedures of the Pooling and Servicing
Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
affect in any material respects the interests of any Certificateholders (including, for the avoidance of doubt, any Holders of
a VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating
Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website;



 


		(x)	to modify, eliminate or add to any provisions of the
Pooling and Servicing Agreement to such extent as shall be necessary to comply with the requirements for use of Form SF-3 in registered
offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or



 


		(xi)	to modify, eliminate or add to any of its provisions
in the event the Credit Risk Retention Rules or any other regulations applicable to the risk retention requirements for this securitization
transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the provision
related to the risk retention requirements in the event of such repeal.



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment (including, for the avoidance of doubt, any Holders of the VRR Interest
to the extent any such amendment would adversely affect the rights of such Certificateholders) evidencing in the aggregate not
less than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner
the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing
of, payments received on the Mortgage Loans that are required to be distributed on a Certificate of any class without the consent
of the Holder of the Certificate or which are required to be distributed to a Companion Holder without the consent of such Companion
Holder; or



 






    		A-20-9	 



     


    

 


		(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.


 


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


 






    		A-20-10	 



     


    

 


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 Balance of the Mortgage Loans
as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class
X-E, Class B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than
the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of
the Mortgage Loans 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-20-11	 



     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class V1-B Certificate to be duly executed.


 


Dated: September
[__], 2017


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
			Authorized Signatory


 


Certificate of Authentication


 


This
is one of the Class V1-B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: September
[__], 2017


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory


 




    		A-20-12	 



     


    

 


EXHIBIT A-21


 


CSAIL 2017-CX9
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS V1-D CERTIFICATE


 


[THIS CERTIFICATE
IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY
BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS
OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS
THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]


 


[UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE
CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]


 


[TRANSFERS OF THIS
GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]


 


THIS CERTIFICATE
DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING
HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE INITIAL PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 






    		A-21-1	 



     


    

 


PRINCIPAL PAYMENTS
IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH
BELOW.


 


THIS CERTIFICATE
HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A NON-“U.S. PERSON” IN AN
“OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S
UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES
LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


IN ADDITION, SUBJECT
TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER CERTIFICATES IN
THE RELATED EXCHANGEABLE GROUP OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES, PURSUANT TO THE
PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


THIS CERTIFICATE
REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,”
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    		A-21-2	 



     


    

 


CSAIL 2017-CX9 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:      12595F
        BD31

        12595F BE12

        U22881 AH63

         

        ISIN:         US12595FBD334

        US12595FBE165

        USU22881AH696

         

	Original Aggregate Certificate
        Balance of the

        Class V1-D Certificates: $31,134,000

         

        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: October 17, 2017	 	Cut-off
    Date: With respect to each Mortgage Loan, the Due Date in September 2017 for that Mortgage Loan (or, in the case of any Mortgage
    Loan that has its first Due Date in October 2017, the date that would have been its Due Date in September 2017 under the terms
    of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	No.: V1-D-[__]


 


This
certifies that [              ] is the registered
owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class V1-D
Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial and multifamily properties and 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


 





 



 


1
For Rule 144A Certificates


 


2 For IAI Certificates


 


3
For Regulation S Certificates


 


4
For Rule 144A Certificates


 


5 For IAI Certificates


 


6 For Regulation S Certificates


 






    		A-21-3	 



     


    

 


of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-E, Class A-S, Class B, Class C, Class D, Class E,
Class F, Class NR, Class V1-A, Class V1-B, Class V1-E, Class V1-F, Class V1-Z, Class V2-A, Class V2-Z, Class 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 September
1, 2017 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto
Capital Advisors, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,”
as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates, the Mortgage Loans 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 October 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


 






    		A-21-4	 



     


    

 


close of business on each Record Date, which will be the close of business
on the last Business Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are
required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder provided the Certificate Administrator with written
wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the
form of a standing order applicable to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in
the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(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


 






    		A-21-5	 



     


    

 


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 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; and (xii) 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-21-6	 



     


    

 


		(i)	to correct any defect or ambiguity in the Pooling and
Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing
Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document
for any related non-offered certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the
Collection Account, the Distribution Accounts or any REO Account; provided that (a) the P&I Advance Date shall
in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect
in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest),
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the
Pooling and Servicing Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that
the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests
of any Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest), or 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-21-7	 



     


    

 


respect the interests of any Certificateholder (including, for the avoidance
of doubt, any Holder of a VRR Interest) or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(vii)	to amend or supplement any provision of the Pooling
and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by
each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any class of Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a
VRR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded
Loan, as to the Directing Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority of
the Controlling Class, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to
any class of Serviced Companion Loan Securities, the applicable rating agencies 



 






    		A-21-8	 



     


    

 


have delivered a confirmation that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing
Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
affect in any material respects the interests of any Certificateholders (including, for the avoidance of doubt, any Holders of
a VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating
Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website;



 


		(x)	to modify, eliminate or add to any provisions of the
Pooling and Servicing Agreement to such extent as shall be necessary to comply with the requirements for use of Form SF-3 in registered
offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or



 


		(xi)	to modify, eliminate or add to any of its provisions
in the event the Credit Risk Retention Rules or any other regulations applicable to the risk retention requirements for this securitization
transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the provision
related to the risk retention requirements in the event of such repeal.



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment (including, for the avoidance of doubt, any Holders of the VRR Interest
to the extent any such amendment would adversely affect the rights of such Certificateholders) evidencing in the aggregate not
less than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner
the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:


 






    		A-21-9	 



     


    

 


		(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-21-10	 



     


    

 


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 Balance of the Mortgage Loans
as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class
X-E, Class B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than
the Class Z and Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of
the Mortgage Loans 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-21-11	 



     


    

 


          IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class V1-D Certificate to be duly executed.


 


Dated: September
[__], 2017


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
			Authorized Signatory





 


Certificate
of Authentication


 


This
is one of the Class V1-D Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: September
[__], 2017


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory





 




    		A-21-12	 



     


    



 





EXHIBIT A-22


 


CSAIL 2017-CX9 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS V1-E CERTIFICATE


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


  


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


  


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE INITIAL


 


 






 


1
     Temporary Regulation S Global Certificate legend.


 


2
      Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3
     Global Certificate legend.


 






    	A-22-1 



     

    

 


PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A NON-”U.S. PERSON” IN AN “OFFSHORE
TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS, AND ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER
PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY
FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER CERTIFICATES IN THE RELATED EXCHANGEABLE
GROUP OF CERTIFICATES, MAY


 






    	A-22-2 



     

    

 


BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN
THE POOLING AND SERVICING AGREEMENT.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    	A-22-3 



     

    

 


CSAIL 2017-CX9 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS V1-E


 


	Class V1-E Pass-Through Rate: N/A. The Class V1-E Certificates will not have a Pass-Through Rate, but will be entitled to receive the Class V1-E Percentage Interest of the sum of the interest distributable on the Class X-E and Class E Regular Interests.	 	
        CUSIP:     12595F
BF84

12595F BG65

U22881 AJ26

         

        ISIN:         US12595FBF807

        US12595FBG638

        USU22881AJ269

         

	
        Original Aggregate Certificate Balance of the Class V1-E
        Certificates: $18,252,000

         

        The original aggregate Certificate Balance of the Class V1-E
        Certificates is equal to the aggregate Certificate Balance of the Class X-E and Class E Regular Interests on the Closing Date (without
        giving effect to any exchanges on the Closing Date).

        
	 	Initial Certificate Balance of this Certificate as of the Closing Date: $0 (subject to exchanges for another Exchangeable Group of Certificates pursuant to Section 5.09 of the Pooling and Servicing Agreement on or after the Closing Date)
	 	 	 
	First Distribution Date: October 17, 2017	 	Cut-off Date: With respect to each Mortgage Loan, the Due Date in September 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in October 2017, the date that would have been its Due Date in September 2017 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	 	 	No.: V1-E-[__]


  


This certifies that
[_______] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class V1-E Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial and multifamily properties and held in trust by the Trustee


 





 



 



4
For Rule 144A Certificates


 


5
For IAI Certificates


 


6
For Regulation S Certificates


 


7
For Rule 144A Certificates


 


8
For IAI Certificates


 


9
For Regulation S Certificates

 






    	A-22-4 



     

    

 


 and serviced by the Master Servicer.
The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as
defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and
conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any
provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate
shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class
A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-E, Class A-S, Class B, Class C,
Class D, Class E, Class F, Class NR, Class V1-A, Class V1-B, Class V1-D, Class V1-F, Class V1-Z, Class V2-Z, 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 September 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto Capital Advisors, LLC, as Special
Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans 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 October 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class V1-E Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class V1-E Certificates is the calendar
month immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 






    	A-22-5 



     

    

 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(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


 






    	A-22-6 



     

    

 


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 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; and (xii) 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-22-7 



     

    

 


Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 






    	A-22-8 



     

    

 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior to
the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest), as evidenced in writing by an Opinion of Counsel at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect
to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a VRR Interest), or 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-22-9 



     

    

 


	 	 	respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest) or any holder
of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest) not consenting to such amendment or supplement, as evidenced
by an Opinion of Counsel;



 


		(viii)	to modify the provisions
of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination
Event has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the Directing
Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority of the Controlling Class, the
Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion
of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies



 






    	A-22-10 



     

    

 


	 	 	have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule
17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests
of any Certificateholders (including, for the avoidance of doubt, any Holders of a VRR Interest), as evidenced by (x) an Opinion
of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates;
and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information
Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing
Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv); or



 


		(xi)	to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules
or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention
requirements in the event of such repeal.



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment (including, for the avoidance of doubt, any Holders of the VRR Interest to the extent any such
amendment would adversely affect the rights of such Certificateholders) evidencing in the aggregate not less than a majority of
the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders
of Certificates of such Class; provided, however, that no such amendment shall:


 






    	A-22-11 



     

    

 


		(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-22-12 



     

    

 


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 Balance of the Mortgage Loans
as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class X-E, Class
B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders
acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans
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-22-13 



     

    

 


 IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class V1-E Certificate to be duly executed.


 


Dated: September [__], 2017


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate
               Administrator
	 	 	 
	 	By:	 
			Authorized Signatory


 


Certificate of Authentication


 


This is one of the
Class V1-E Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: September [__], 2017








	 	
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating
               Agent
	 	 	 
	 	By:	 
			Authorized Signatory


 







    	A-22-14 



     

    

 


EXHIBIT A-23


 


CSAIL 2017-CX9 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS V1-F CERTIFICATE


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE INITIAL


 





 






 


1
      Temporary Regulation S Global Certificate legend.


 


2
      Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3
      Global Certificate legend.


 







 






    	A-23-1 



     

    

 


PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A NON-”U.S. PERSON” IN AN “OFFSHORE
TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS, AND ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER
PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY
FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER CERTIFICATES IN THE RELATED EXCHANGEABLE
GROUP OF CERTIFICATES, MAY


 






    	A-23-2 



     

    

 


BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN
THE POOLING AND SERVICING AGREEMENT.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF MULTIPLE “REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    	A-23-3 



     

    

 


CSAIL 2017-CX9 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS V1-F


 


	Class V1-F Pass-Through Rate: N/A. The Class V1-F Certificates will not have a Pass-Through Rate, but will be entitled to receive the Class V1-F Percentage Interest of the sum of the interest distributable on the Class F and Class NR Regular Interests.	 	
        CUSIP:     12595F BH44

        12595F BJ05

        U22881 AK96

         

        ISIN:         US12595FBH477

        US12595FBJ038

        USU22881AK989

         

	
        Original Aggregate Certificate Balance of the Class V1-F
        Certificates: $33,281,503

         

        The original aggregate Certificate Balance of the Class V1-F
        Certificates is equal to the aggregate Certificate Balance of the Class F and Class NR Regular Interests on the Closing Date (without
        giving effect to any exchanges on the Closing Date).

        
	 	Initial Certificate Balance of this Certificate as of the Closing Date: $0 (subject to exchanges for another Exchangeable Group of Certificates pursuant to Section 5.09 of the Pooling and Servicing Agreement on or after the Closing Date)
	 	 	 
	First Distribution Date: October 17, 2017	 	Cut-off Date: With respect to each Mortgage Loan, the Due Date in September 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in October 2017, the date that would have been its Due Date in September 2017 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	 	 	No.: V1-F-[__]


  


This certifies
that [_____] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class V1-F Certificates. The Trust Fund, described more fully below, consists primarily of a pool of
Mortgage Loans secured by first liens on commercial and multifamily properties and held in trust by the Trustee


 


 



 


4
For Rule 144A Certificates


 


5
For IAI Certificates


 


6
For Regulation S Certificates


 


7
For Rule 144A Certificates


 


8
For IAI Certificates


 


9
For Regulation S Certificates








    	A-23-4 



     

    

 


and serviced by the Master Servicer. The
Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-E, Class A-S, Class B, Class C, Class D, Class E, Class F, Class
NR, Class V1-A, Class V1-B, Class V1-D, Class V1-E, Class V1-Z, Class V2-Z, Class R and Class Z Certificates (together with the
Class V1-F Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein
as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of September 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto Capital Advisors, LLC, as Special
Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
(i) beneficial ownership of multiple “regular interests” in a “real estate mortgage investment conduit,”
as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended and
(ii) a beneficial interest in the Excess Interest and proceeds thereof in the Excess Interest Distribution Account.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and
Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in October 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class V1-F Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class V1-F Certificates is the calendar
month immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 






    	A-23-5 



     

    

 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(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


 






    	A-23-6 



     

    

 


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 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; and (xii) 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-23-7 



     

    

 


Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 






    	A-23-8 



     

    

 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior to
the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest), as evidenced in writing by an Opinion of Counsel at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect
to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a VRR Interest), or 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-23-9 



     

    

 


	 	 	respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest) or any holder
of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest) not consenting to such amendment or supplement, as evidenced
by an Opinion of Counsel;



 


		(viii)	to modify the provisions
of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination
Event has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the Directing
Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority of the Controlling Class, the
Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion
of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies



 






    	A-23-10 



     

    

 


	 	 	have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule
17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests
of any Certificateholders (including, for the avoidance of doubt, any Holders of a VRR Interest), as evidenced by (x) an Opinion
of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates;
and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information
Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing
Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv); or



 


		(xi)	to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules
or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention
requirements in the event of such repeal.



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment (including, for the avoidance of doubt, any Holders of the VRR Interest to the extent any such
amendment would adversely affect the rights of such Certificateholders) evidencing in the aggregate not less than a majority of
the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders
of Certificates of such Class; provided, however, that no such amendment shall:


 






    	A-23-11 



     

    

 


		(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-23-12 



     

    

 


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 Balance of the Mortgage Loans
as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class X-E, Class
B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders
acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans
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-23-13 



     

    

 


 IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class V1-F Certificate to be duly executed.


 


Dated: September [__], 2017








	 	
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate
               Administrator
	 	 	 
	 	By:	 
			Authorized Signatory


  


Certificate of Authentication


 


This is one of the
Class V1-F Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: September [__], 2017











	 	
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating
               Agent
	 	 	 
	 	By:	 
			Authorized Signatory


 




    	A-23-14 



     

    

 


EXHIBIT A-24


 


CSAIL 2017-CX9 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS V1-Z CERTIFICATE


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE INITIAL PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A NON-”U.S. PERSON” IN AN “OFFSHORE
TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS, AND ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER
PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE


 






    	A-24-1 



     

    

 


RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY
FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER CERTIFICATES IN THE RELATED EXCHANGEABLE
GROUP OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN
THE POOLING AND SERVICING AGREEMENT.


 




    	A-24-2 



     

    

 


CSAIL 2017-CX9 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS V1-Z


 


	Class V1-Z Pass-Through Rate: N/A. The Class V1-Z Certificates will not have a Pass-Through Rate, but will be entitled to receive the Class V1-Z Percentage Interest of the sum of the interest distributable on the Class Z Certificates.	 	
        CUSIP:     12595F BK71

        12595F BL52

        U22881 AL73

         

        ISIN:         US12595FBK754

        US12595FBL585

        USU22881AL716

         

	
        Original Percentage Interest of the Class V1-Z
        Certificates: 100%

        
	 	Initial Certificate Balance of this Certificate as of the Closing Date: $0 (subject to exchanges for another Exchangeable Group of Certificates pursuant to Section 5.09 of the Pooling and Servicing Agreement on or after the Closing Date)
	 	 	 
	First Distribution Date: October 17, 2017	 	Cut-off Date: With respect to each Mortgage Loan, the Due Date in September 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in October 2017, the date that would have been its Due Date in September 2017 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	 	 	No.: V1-Z-[__]


 


This certifies that
[______] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class V1-Z Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial and multifamily properties and held in trust by the Trustee and serviced by the Master Servicer. The
Trust Fund was created, and the Mortgage Loans are


 





 



 


1
For Rule 144A Certificates


 


2
For IAI Certificates


 


3
For Regulation S Certificates


 


4
For Rule 144A Certificates


 


5
For IAI Certificates


 


6
For Regulation S Certificates


 






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to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-E, Class A-S, Class B, Class C, Class D, Class E, Class F, Class
NR, Class V1-A, Class V1-B, Class V1-D, Class V1-F, Class V1-Z, Class V2-Z, Class R and Class Z Certificates (together with the
Class V1-Z Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein
as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of September 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto Capital Advisors, LLC, as Special
Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and
Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in October 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class V1-Z Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class V1-Z Certificates is the calendar
month immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons in whose names
the Certificates are registered at the 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,


 






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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 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


 






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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 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; and (xii) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box
accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related
Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 






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		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior to
the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest), as evidenced in writing by an Opinion of Counsel at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect
to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a VRR Interest), or 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



 






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	 	 	respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest) or any holder
of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest) not consenting to such amendment or supplement, as evidenced
by an Opinion of Counsel;



 


		(viii)	to modify the provisions
of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination
Event has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the Directing
Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority of the Controlling Class, the
Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion
of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies



 






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	 	 	have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule
17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests
of any Certificateholders (including, for the avoidance of doubt, any Holders of a VRR Interest), as evidenced by (x) an Opinion
of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates;
and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information
Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing
Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv); or



 


		(xi)	to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules
or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention
requirements in the event of such repeal.



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment (including, for the avoidance of doubt, any Holders of the VRR Interest to the extent any such
amendment would adversely affect the rights of such Certificateholders) evidencing in the aggregate not less than a majority of
the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders
of Certificates of such Class; provided, however, that no such amendment shall:


 






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		(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.


 






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The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates 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 Balance of the Mortgage Loans
as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class X-E, Class
B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders
acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans
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.


 




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 IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class V1-Z Certificate to be duly executed.


 


Dated: September [__], 2017








	 	
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate
               Administrator
	 	 	 
	 	By:	 
			Authorized Signatory


 


Certificate of Authentication


 


This is one of the
Class V1-Z Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: September [__], 2017








	 	
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating
               Agent
	 	 	 
	 	By:	 
			Authorized Signatory


 




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EXHIBIT A-25


 


CSAIL 2017-CX9 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS V2-A


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE INITIAL


 


 



 


1
Temporary Regulation S Global Certificate legend.


 


2
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3
Global Certificate legend.


 






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PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A NON-”U.S. PERSON” IN AN “OFFSHORE
TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS, AND ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER
PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY
FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER CERTIFICATES IN THE RELATED EXCHANGEABLE
GROUP OF CERTIFICATES, MAY


 






    	A-25-2 



     

    

 


BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN
THE POOLING AND SERVICING AGREEMENT.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF MULTIPLE “REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    	A-25-3 



     

    

 




CSAIL 2017-CX9 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS V2-A


 


	Class V2-A Pass-Through Rate: N/A. The Class V2-A Certificates will not have a Pass-Through Rate, but will be entitled to receive the Class V2-A Percentage Interest of the sum of the interest distributable on the Regular Interests.	 	
        CUSIP:     12595F
BM34

12595F BN15

U22881 AM56

         

        ISIN:         US12595FBM327

US12595FBN158

USU22881AM549

         

	
        Original Aggregate Certificate Balance of the Class V2-A
        Certificates: $858,876,503

         

        The original aggregate Certificate Balance of the Class V2-A
        Certificates is equal to the aggregate of the Regular Interests on the Closing Date (without giving effect to any exchanges on
        the Closing Date).

         
	 	Initial Certificate Balance of this Certificate as of the Closing Date: $0 (subject to exchanges for another Exchangeable Group of Certificates pursuant to Section 5.09 of the Pooling and Servicing Agreement on or after the Closing Date)
	 	 	 
	First Distribution Date: October 17, 2017	 	Cut-off Date: With respect to each Mortgage Loan, the Due Date in September 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in October 2017, the date that would have been its Due Date in September 2017 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	 	 	No.: V2-A-[__]


  


This certifies that
[                ] is the registered owner
of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class V2-A Certificates.
The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial
and multifamily properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and
the Mortgage Loans are


 


 






4
For Rule 144A Certificates


 


5
For IAI Certificates


 


6
For Regulation S Certificates


 


7
For Rule 144A Certificates


 


8
For IAI Certificates


 


9
For Regulation S Certificates


 






    A-25-4


     


    






 


to be
serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class
X-E, Class A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class V1-A, Class V1-D, Class V1-E, Class V1-F, Class V1-Z,
Class R and Class Z Certificates (together with the Class V2-A Certificates, the “Certificates”; the Holders
of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of September 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto Capital Advisors, LLC, as Special
Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
beneficial ownership of multiple “regular interests” in a “real estate mortgage investment conduit,” as
those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans 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 October 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class V2-A Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class V2-A Certificates is the calendar
month immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 






    A-25-5


     


    




 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(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


 



    A-25-6


     


    

 


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 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; and (xii) 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-25-7


     


    

 


Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 






    A-25-8


     


    




 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior to
the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest), as evidenced in writing by an Opinion of Counsel at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect
to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a VRR Interest), or 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-25-9


     


    




 


	 	 	respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest) or any holder
of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest) not consenting to such amendment or supplement, as evidenced
by an Opinion of Counsel;



 


		(viii)	to modify the provisions of
Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the Directing
Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority of the Controlling Class, the
Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion
of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies



 






    A-25-10


     


    




 


	 	 	have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule
17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests
of any Certificateholders (including, for the avoidance of doubt, any Holders of a VRR Interest), as evidenced by (x) an Opinion
of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates;
and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information
Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing
Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv); or



 


		(xi)	to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules
or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention
requirements in the event of such repeal.



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment (including, for the avoidance of doubt, any Holders of the VRR Interest to the extent any such
amendment would adversely affect the rights of such Certificateholders) evidencing in the aggregate not less than a majority of
the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders
of Certificates of such Class; provided, however, that no such amendment shall:


 






    A-25-11


     


    




 


		(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-25-12


     


    




 


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 Balance of the Mortgage Loans
as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class X-E, Class
B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders
acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans
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-25-13


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class V2-A Certificate to be duly executed.


 


Dated: September [__], 2017


  





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, 
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
			Authorized Signatory


  


Certificate of Authentication


 


This is one of the
Class V2-A Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: September [__], 2017


 





	 	WELLS FARGO
               BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely
               as Authenticating Agent
	 	 	 



 


	By:	 
	Authorized Signatory


 







    A-25-14


     


    

 


EXHIBIT A-26


 


CSAIL 2017-CX9 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2017-CX9, CLASS V2-Z


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE INITIAL PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A NON-”U.S. PERSON” IN AN “OFFSHORE
TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS, AND ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER
PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE


 



    A-26-1


     


    

 


RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY
FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER CERTIFICATES IN THE RELATED EXCHANGEABLE
GROUP OF CERTIFICATES, MAY BE EXCHANGED FOR ANOTHER EXCHANGEABLE GROUP OF CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN
THE POOLING AND SERVICING AGREEMENT.


 




    A-26-2


     


    

 


CSAIL 2017-CX9 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS V2-Z


 


	Class V2-Z Pass-Through Rate: N/A. The Class V2-Z Certificates will not have a Pass-Through Rate, but will be entitled to receive the Class V2-Z Percentage Interest of the sum of the interest distributable on the Class Z Certificates.	 	
        CUSIP:     12595F BP61

        12595F BQ42

        U22881 AN33

         

        ISIN:         US12595FBP624

        US12595FBQ465

        USU22881AN386

         

	
        Original Percentage Interest of the Class V2-Z
        Certificates: 100% 
	 	Initial Certificate Balance of this Certificate as of the Closing Date: $0 (subject to exchanges for another Exchangeable Group of Certificates pursuant to Section 5.09 of the Pooling and Servicing Agreement on or after the Closing Date)
	 	 	 
	First Distribution Date: October 17, 2017	 	Cut-off Date: With respect to each Mortgage Loan, the Due Date in September 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in October 2017, the date that would have been its Due Date in September 2017 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	 	 	No.: V2-Z-[__]


  


This certifies that
[                ] is the registered owner of
a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class V2-Z Certificates.
The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial
and multifamily properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and
the Mortgage Loans are


  


 






1
For Rule 144A Certificates


 


2
For IAI Certificates


 


3
For Regulation S Certificates


 


4
For Rule 144A Certificates


 


5 For
IAI Certificates


 


6
For Regulation S Certificates



  



    A-26-3


     


    

 


to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing
Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision
of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.
Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB,
Class X-A, Class X-B, Class X-E, Class A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class V1-A, Class V1-D, Class
V1-E, Class V1-F, Class V1-Z, Class V2-A, Class R and Class Z Certificates (together with the Class V2-Z Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of September 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto Capital Advisors, LLC, as Special
Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and
Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in October 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class V2-Z Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class V2-Z Certificates is the calendar
month immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the


 



    A-26-4


     


    

 


account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with written wiring instructions no less
than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(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);


 



    A-26-5


     


    

 


(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 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; and (xii) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box
accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related
Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Certificate Registrar, or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or the Companion Holders:


 






    A-26-6


     


    




 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior to
the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest), as evidenced in writing by an Opinion of Counsel at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect
to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a VRR Interest), or 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-26-7


     


    




 


	 	 	respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a VRR Interest) or any holder
of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a VRR Interest) not consenting to such amendment or supplement, as evidenced
by an Opinion of Counsel;



 


		(viii)	to modify the provisions of
Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing and, with respect to any Mortgage Loans other than any Excluded Loan, as to the Directing
Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority of the Controlling Class, the
Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion
of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies



 






    A-26-8


     


    




 


	 	 	have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule
17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests
of any Certificateholders (including, for the avoidance of doubt, any Holders of a VRR Interest), as evidenced by (x) an Opinion
of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates;
and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information
Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing
Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv); or



 


		(xi)	to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules
or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention
requirements in the event of such repeal.



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment (including, for the avoidance of doubt, any Holders of the VRR Interest to the extent any such
amendment would adversely affect the rights of such Certificateholders) evidencing in the aggregate not less than a majority of
the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders
of Certificates of such Class; provided, however, that no such amendment shall:


 






    A-26-9


     


    




 


		(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-26-10


     


    




 


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 Balance of the Mortgage Loans
as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class X-E, Class
B and Class C Regular Interests have been reduced to zero (and provided that there is only one Holder (or multiple Holders
acting in unanimity) of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and
Class R Certificates) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans
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-26-11


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class V2-Z Certificate to be duly executed.


 


Dated: September [__], 2017 





 





	 	WELLS FARGO
               BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely
               as Certificate Administrator
	 	 	 
	 	By:	 
			Authorized
                                         Signatory


  


Certificate of Authentication


 


This is one of the
Class V2-Z Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: September [__], 2017


  





	 	WELLS FARGO
               BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely
               as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized
                                         Signatory


 






    A-26-12


     


    




 





EXHIBIT
B


 


MORTGAGE
LOAN SCHEDULE


 






    B-1


     


    

 




 


	CSAIL
    2017-CX9
	MORTGAGE
    LOAN SCHEDULE




 


	Loan
    ID #	Originator/Loan
    Seller	Mortgagor
    Name	Property
    Address	City	State	Zip
    Code	County	Property
    Name	Size
    	Measure	Mortgage
    Rate in Effect at Origination (%) 
	1	Column
    Financial, Inc.	Corporate
    Properties Trust II SPE, L.L.C.	236
    Perimeter Center Parkway Northeast	Dunwoody	GA	30346	DeKalb	Park
    Center Phase I	590,926	Square
    Feet	3.3400000%
	2	Column
    Financial, Inc.; Wells Fargo Bank, National Association	2001
    Sixth LLC	2001
    6th Avenue	Seattle	WA	98121	King	Westin
    Building Exchange	401,544	Square
    Feet	3.2900000%
	3	Column
    Financial, Inc.; Natixis Real Estate Capital LC	Two
    Independence Hana Ow, LLC	300
    E Street, Southwest	Washington	D.C.	20024	Washington	Two
    Independence Square	605,897	Square
    Feet	3.2300000%
	3
    - CS	Column
    Financial, Inc.	 	 	 	 	 	 	Two
    Independence Square - CS	 	 	 
	3
    - NXS	Column
    Financial, Inc.	 	 	 	 	 	 	Two
    Independence Square - Natixis	 	 	 
	4	Natixis
    Real Estate Capital LLC; JPMorgan Chase Bank, National Association; Société Générale, Deutsche
    Bank AG, New York Branch; Barclays Bank PLC	245
    Park Avenue Property LLC	245
    Park Avenue	New
    York	NY	10167	New
    York	245
    Park Avenue	1,723,993	Square
    Feet	3.6694000%
	5	Column
    Financial, Inc.	CP
    Boulders, LLC	34631
    North Tom Darlington Drive	Scottsdale	AZ	85262	Maricopa	The
    Boulders Resort & Spa	160	Rooms	5.4800000%
	6	Column
    Financial, Inc.	NA
    Glendale, LLC	100
    West Glenoaks Boulevard	Glendale	CA	91202	Los
    Angeles	Hilton
    Glendale	351	Rooms	4.9111111%
	7	Natixis
    Real Estate Capital LLC	85
    Broad Street Property Owner LLC; 85 Broad Street TRS LLC	85
    Broad Street	New
    York	NY	10004	New
    York	85
    Broad Street	1,118,512	Square
    Feet	3.4125300%
	8	Natixis
    Real Estate Capital LLC	Giralda
    Farms RE LLC	5
    Giralda Farms	Madison	NJ	7940	Morris	Allergan
    HQ	453,680	Square
    Feet	4.2655556%
	9	Natixis
    Real Estate Capital LLC	UST
    Prime III Hotel Owner, L.P.	151
    West Adams Street	Chicago	IL	60603	Cook	JW
    Marriott Chicago	610	Rooms	4.0441000%
	10	Natixis,
    New York Branch	Downtown
    Properties VII, LLC; 300 Montgomery Associates	300
    Montgomery Street	San
    Francisco	CA	94104	San
    Francisco	300
    Montgomery	192,574	Square
    Feet	3.5700000%
	11	Natixis
    Real Estate Capital LLC	184
    Property Owner, LLC	184
    Liberty Corner Road	Warren	NJ	7059	Somerset	Center
    78	372,672	Square
    Feet	4.0900590%
	12	Natixis
    Real Estate Capital LLC	Jemal’s
    Manhattan L.L.C.	1328-1348
    Florida Avenue, Northwest	Washington	D.C.	20009	District
    of Columbia	The
    Manhattan	77,851	Square
    Feet	4.3920000%
	13	Column
    Financial, Inc.; JPMorgan Chase Bank, National Association	West
    Town Mall, LLC	7600
    Kingston Pike	Knoxville	TN	37919	Knox	West
    Town Mall	772,503	Square
    Feet	4.3700000%
	14	Natixis,
    New York Branch	Nazareth
    Retail Holdings, LLC	1002-1016
    Riley Street	Folsom	CA	95630	Sacramento	Wal-Mart
    Central	139,377	Square
    Feet	4.3400000%
	15	Natixis
    Real Estate Capital LLC	Acropolis
    Gardens Realty Corp.	2105-2177
    33rd Street and 2106-2178 35th Street	Astoria	NY	11105	Queens	Acropolis
    Garden	618	Units	3.7200000%
	16	Natixis
    Real Estate Capital LLC	ARG
    BE23PROP01, LLC	Various	Various	Various	Various	Various	Bob
    Evans	123,052	Square
    Feet	4.6470000%
	16.01	Natixis
    Real Estate Capital LLC	 	504
    Pike Street	Marietta	OH	45750	Washington	Property
    6	5,215	Square
    Feet	 
	16.02	Natixis
    Real Estate Capital LLC	 	1997
    Sunset Boulevard	Steubenville	OH	43952	Jefferson	Property
    8	5,216	Square
    Feet	 
	16.03	Natixis
    Real Estate Capital LLC	 	3260
    Village Drive	Franklin	OH	45005	Warren	Property
    9	5,539	Square
    Feet	 
	16.04	Natixis
    Real Estate Capital LLC	 	220
    Byers Road	Miamisburg	OH	45342	Montgomery	Property
    2	6,074	Square
    Feet	 
	16.05	Natixis
    Real Estate Capital LLC	 	1224
    Carter Avenue	Ashland	KY	41101	Boyd	Property
    10	5,617	Square
    Feet	 
	16.06	Natixis
    Real Estate Capital LLC	 	99
    Stubbs Mill Road	Lebanon	OH	45036	Warren	Property
    15	5,019	Square
    Feet	 
	16.07	Natixis
    Real Estate Capital LLC	 	9361
    Street Route 14	Streetsboro	OH	44241	Portage	Property
    13	6,633	Square
    Feet	 
	16.08	Natixis
    Real Estate Capital LLC	 	900
    American Road	Lansing	MI	48911	Ingham	Property
    5	5,615	Square
    Feet	 
	16.09	Natixis
    Real Estate Capital LLC	 	1850
    East Dorothy Lane	Kettering	OH	45429	Montgomery	Property
    1	5,247	Square
    Feet	 
	16.10	Natixis
    Real Estate Capital LLC	 	20465
    Eureka Road	Taylor	MI	48180	Wayne	Property
    4	5,602	Square
    Feet	 
	16.11	Natixis
    Real Estate Capital LLC	 	3233
    Whitehall Pike	Bloomington	IN	47401	Monroe	Property
    11	4,983	Square
    Feet	 
	16.12	Natixis
    Real Estate Capital LLC	 	80
    S Whitewoman Street	Coshocton	OH	43812	Coshocton	Property
    20	3,608	Square
    Feet	 
	16.13	Natixis
    Real Estate Capital LLC	 	18492
    Coastal Highway	Lewes	DE	19958	Sussex	Property
    14	5,028	Square
    Feet	 
	16.14	Natixis
    Real Estate Capital LLC	 	30750
    Gratiot Avenue	Roseville	MI	48066	Macomb	Property
    7	5,524	Square
    Feet	 
	16.15	Natixis
    Real Estate Capital LLC	 	1517
    North Sandusky Avenue	Bucyrus	OH	44820	Crawford	Property
    21	3,749	Square
    Feet	 
	16.16	Natixis
    Real Estate Capital LLC	 	503
    Griswold Road	Elyria	OH	44035	Lorain	Property
    3	6,633	Square
    Feet	 
	16.17	Natixis
    Real Estate Capital LLC	 	4900
    Beaver Run	Ellicott
    City	MD	21043	Howard	Property
    16	5,604	Square
    Feet	 
	16.18	Natixis
    Real Estate Capital LLC	 	681
    West Main Street	Uniontown	PA	15401	Fayette	Property
    18	5,237	Square
    Feet	 
	16.19	Natixis
    Real Estate Capital LLC	 	1631
    Pilgrim Lane  	Plymouth	IN	46563	Marshall	Property
    23	6,040	Square
    Feet	 
	16.2	Natixis
    Real Estate Capital LLC	 	140
    Park Drive	Weirton	WV	26062	Brooke	Property
    19	4,866	Square
    Feet	 
	16.21	Natixis
    Real Estate Capital LLC	 	3961
    Hinkleville Road	Paducah	KY	42001	McCracken	Property
    17	5,251	Square
    Feet	 
	16.22	Natixis
    Real Estate Capital LLC	 	309
    West Plaza Drive	Columbia
    City	IN	46725	Whitley	Property
    22	5,614	Square
    Feet	 
	16.23	Natixis
    Real Estate Capital LLC	 	3830
    Tuller Road	Dublin	OH	43017	Franklin	Property
    12	5,138	Square
    Feet	 
	17	Column
    Financial, Inc.	Newage
    Garden Grove, LLC	12221
    Harbor Boulevard	Garden
    Grove	CA	92840	Orange	Sheraton
    Garden Grove	285	Rooms	5.1800000%
	18	Benefit
    Street Partners CRE Finance LLC	NCSC
    Gastonia Owner LLC; NCSC Charlotte Owner LLC; NCSC Goldsboro Owner LLC; NCSC Wilmington Owner LLC; NCSC Myrtle Beach Owner
    LLC	Various	Various	Various	Various	Various	Carolina
    Hotel Portfolio	511	Rooms	5.6800000%
	18.01	Benefit
    Street Partners CRE Finance LLC	 	160
    Van Campen Boulevard	Wilmington	NC	28403	New
    Hanover	Holiday
    Inn Express & Suites Wilmington-University Ctr.	131	Rooms	 
	18.02	Benefit
    Street Partners CRE Finance LLC	 	9230
    Harris Corners Parkway	Charlotte	NC	28269	Mecklenburg	Fairfield
    Inn Charlotte Northlake	93	Rooms	 
	18.03	Benefit
    Street Partners CRE Finance LLC	 	1003
    Sunburst Drive	Goldsboro	NC	27534	Wayne	Holiday
    Inn Express & Suites Goldsboro Base Area	92	Rooms	 
	18.04	Benefit
    Street Partners CRE Finance LLC	 	1874
    Remount Road	Gastonia	NC	28054	Gaston	Comfort
    Suites Gastonia	109	Rooms	 
	18.05	Benefit
    Street Partners CRE Finance LLC	 	10231
    North Kings Highway	Myrtle
    Beach	SC	29572	Horry
    	Fairfield
    Inn Myrtle Beach North	86	Rooms	 
	19	Benefit
    Street Partners CRE Finance LLC	Keystone
    200 Leasehold Owner, LLC; Keystone 300 Leasehold Owner, LLC	Various	Durham	NC	27713	Durham	Keystone
    200 & 300	223,475	Square
    Feet	4.9400000%
	19.01	Benefit
    Street Partners CRE Finance LLC	 	430
    Davis Drive	Durham	NC	27713	Durham	Keystone
    300	152,563	Square
    Feet	 
	19.02	Benefit
    Street Partners CRE Finance LLC	 	530
    Davis Drive	Durham	NC	27713	Durham	Keystone
    200	70,912	Square
    Feet	 
	20	Benefit
    Street Partners CRE Finance LLC	ZCA
    Ft. Washington, LLC	600-602
    Office Center Drive	Fort
    Washington	PA	19034	Montgomery	Apex
    Fort Washington	388,318	Square
    Feet	5.2800000%
	21	Benefit
    Street Partners CRE Finance LLC	Whitehall
    Townhomes LP; Whitehall Place, L.P.	1553
    Parkline Drive	Pittsburgh	PA	15227	Allegheny	Whitehall
    Place Apartments	789	Units	4.7500000%
	22	Benefit
    Street Partners CRE Finance LLC	Tenalok,
    LLC	Various	Various	Various	Various	Various	Tenalok
    Portfolio	307,347	Square
    Feet	4.1853000%
	22.01	Benefit
    Street Partners CRE Finance LLC	 	2570-2588
    and 2590 Frayser Boulevard	Memphis	TN	38127	Shelby	Frayser
    Village	141,611	Square
    Feet	 
	22.02	Benefit
    Street Partners CRE Finance LLC	 	3005
    East Frank Phillips Boulevard	Bartlesville	OK	74006	Washington	Bartlesville
    Plaza	88,889	Square
    Feet	 
	22.03	Benefit
    Street Partners CRE Finance LLC	 	1130-1138
    Martin Luther King Jr. Expressway	Andalusia	AL	36420	Covington	Three
    Notch Plaza	45,899	Square
    Feet	 
	22.04	Benefit
    Street Partners CRE Finance LLC	 	1780
    Frayser Boulevard	Memphis	TN	38127	Shelby	Frayser
    Center	30,948	Square
    Feet	 
	23	Natixis
    Real Estate Capital LLC	100
    Berlin Land, LLC; 205 Wolf Land, LLC; 5500 Midland Land, LLC; 204 Fox Land, LLC; High Point Land, LLC; Appleton Land, LLC;
    200 STL Land, LLC	Various	Various	Various	Various	Various	IC
    Leased Fee Hotel Portfolio	2,139,703	Square
    Feet	5.0200000%
	23.01	Natixis
    Real Estate Capital LLC	 	333
    West College Avenue	Appleton	WI	54911	Outagamie	Radisson
    Paper Valley	124,146	Square
    Feet	 
	23.02	Natixis
    Real Estate Capital LLC	 	200-228
    North 4th Street	St.
    Louis	MO	63102	St.
    Louis	City
    Place Downtown St. Louis	100,680	Square
    Feet	 
	23.03	Natixis
    Real Estate Capital LLC	 	205
    Wolf Road	Albany	NY	12205	Albany	Radisson
    Albany	552,760	Square
    Feet	 
	23.04	Natixis
    Real Estate Capital LLC	 	100
    Berlin Road	Cromwell	CT	06416	Middlesex	Radisson
    Cromwell	393,782	Square
    Feet	 
	23.05	Natixis
    Real Estate Capital LLC	 	204
    West Fox Farm Road	Cheyenne	WY	82007	Laramie	Radisson
    Cheyenne	307,534	Square
    Feet	 
	23.06	Natixis
    Real Estate Capital LLC	 	135
    South Main Street	High
    Point	NC	27260	Guilford	Radisson
    High Point	65,815	Square
    Feet	 
	23.07	Natixis
    Real Estate Capital LLC	 	5500
    Midland Road	Billings	MT	59101	Yellowstone	Radisson
    Billings	594,986	Square
    Feet	 
	24	Benefit
    Street Partners CRE Finance LLC	Waramaug
    Arlington II LLC 	411
    West Road to Six Flags Street	Arlington	TX	76011	Tarrant	Comfort
    Suites Arlington	108	Rooms	4.9900000%
	25	Natixis
    Real Estate Capital LLC	Hot
    Springs Host, Inc.; VIPA Hospitality, Inc.	Various	Hot
    Springs	AR	71913	Garland	Central
    Avenue Hotels	304	Rooms	6.3300000%
	25.01	Natixis
    Real Estate Capital LLC	 	4253
    Central Avenue	Hot
    Springs	AR	71913	Garland	La
    Quinta Inn & Suites	97	Rooms	 
	25.02	Natixis
    Real Estate Capital LLC	 	4307
    Central Avenue	Hot
    Springs	AR	71913	Garland	Country
    Inn & Suites	59	Rooms	 
	25.03	Natixis
    Real Estate Capital LLC	 	4319
    Central Avenue	Hot
    Springs	AR	71913	Garland	Quality
    Inn & Suites	90	Rooms	 
	25.04	Natixis
    Real Estate Capital LLC	 	106
    Lookout Point	Hot
    Springs	AR	71913	Garland	Econo
    Lodge Inn & Suites	58	Rooms	 
	26	Column
    Financial, Inc.; SSC MBS, LLC	Vero
    North, LLC	5115
    Indian River Boulevard	Vero
    Beach	FL	32967	Indian
    River	Springhill
    Suites - Vero Beach FL	83	Rooms	4.8500000%
	27	Natixis
    Real Estate Capital LLC	LY
    Investments, LLC	2414
    Beach Boulevard	Biloxi	MS	39531	Harrison	Quality
    Inn Biloxi	148	Rooms	5.9000000%
	28	Benefit
    Street Partners CRE Finance LLC	Aston
    Investment Associates; Parec Aston Plaza Associates	200,
    300, 500 Turner Industrial Way	Aston	PA	19014	Delaware	Aston
    Plaza	176,320	Square
    Feet	4.3300000%
	29	Natixis
    Real Estate Capital LLC	SY
    Property 3701 LLC	3701
    West Touhy Avenue	Lincolnwood	IL	60712	Cook	AT&T
    Lincolnwood	4,500	Square
    Feet	4.9120000%
	30	Benefit
    Street Partners CRE Finance LLC	412
    W. Army Trail Developers Corp.	412
    West Army Trail Road	Bloomingdale	IL	60108	DuPage	Petco
    Bloomingdale	20,594	Square
    Feet	4.8000000%
	31	Natixis
    Real Estate Capital LLC	SY
    Property 144 LLC	144
    US Highway 41	Schereville	IN	46375	Lake	Panera
    Bread Schererville	6,000	Square
    Feet	4.8670000%


 




    


     


    

 


	CSAIL
    2017-CX9
	MORTGAGE
    LOAN SCHEDULE




 


	Loan
    ID #	Originator/Loan
    Seller	Mortgagor
    Name	Property
    Address	Net
    Mortgage Rate in Effect at the Cut-off Date (%) 	Companion
    Loan Mortgage Rate in Effect at Origination (%)	Companion
    Loan Net Mortgage Rate in Effect at the Cut-off Date (%)	Original
    Principal Balance 	Cut-off
    Principal Balance 	Original
    Term	Remaining
    Term	Maturity/ARD
    Date	Amortiziation
    Term	Remaining
    Amortization Term for Balloon Loans
	1	Column
    Financial, Inc.	Corporate
    Properties Trust II SPE, L.L.C.	236
    Perimeter Center Parkway Northeast	3.3238400%	3.3400000%	3.3238400%	$80,000,000	$80,000,000	84	83	8/6/2024	0	0
	2	Column
    Financial, Inc.; Wells Fargo Bank, National Association	2001
    Sixth LLC	2001
    6th Avenue	3.2763400%	3.2900000%	3.2763400%	$67,500,000	$67,500,000	120	118	7/11/2027	0	0
	3	Column
    Financial, Inc.; Natixis Real Estate Capital LC	Two
    Independence Hana Ow, LLC	300
    E Street, Southwest	3.2175900%	3.2300000%	3.2175900%	$55,000,000	$55,000,000	60	58	7/6/2022	0	0
	3
    - CS	Column
    Financial, Inc.	 	 	 	 	 	$30,000,000	$30,000,000	 	 	 	 	 
	3
    - NXS	Column
    Financial, Inc.	 	 	 	 	 	$25,000,000	$25,000,000	 	 	 	 	 
	4	Natixis
    Real Estate Capital LLC; JPMorgan Chase Bank, National Association; Société Générale, Deutsche
    Bank AG, New York Branch; Barclays Bank PLC	245
    Park Avenue Property LLC	245
    Park Avenue	3.6569900%	3.6694000%	3.6569900%	$54,000,000	$54,000,000	120	117	6/1/2027	0	0
	5	Column
    Financial, Inc.	CP
    Boulders, LLC	34631
    North Tom Darlington Drive	5.4638400%	5.4800000%	5.4638400%	$50,000,000	$50,000,000	60	60	9/6/2022	360	360
	6	Column
    Financial, Inc.	NA
    Glendale, LLC	100
    West Glenoaks Boulevard	4.8949511%	NAP	NAP	$47,250,000	$47,204,053	60	59	8/6/2022	360	359
	7	Natixis
    Real Estate Capital LLC	85
    Broad Street Property Owner LLC; 85 Broad Street TRS LLC	85
    Broad Street	3.3988700%	3.4125300%	3.3988700%	$45,000,000	$45,000,000	120	117	6/5/2027	0	0
	8	Natixis
    Real Estate Capital LLC	Giralda
    Farms RE LLC	5
    Giralda Farms	4.2493956%	NAP	NAP	$45,000,000	$45,000,000	120	113	2/5/2027	0	0
	9	Natixis
    Real Estate Capital LLC	UST
    Prime III Hotel Owner, L.P.	151
    West Adams Street	4.0279400%	4.0441000%	4.0279400%	$40,000,000	$40,000,000	60	59	8/5/2022	0	0
	10	Natixis,
    New York Branch	Downtown
    Properties VII, LLC; 300 Montgomery Associates	300
    Montgomery Street	3.5538400%	3.5700000%	3.5538400%	$36,000,000	$36,000,000	120	120	9/5/2027	0	0
	11	Natixis
    Real Estate Capital LLC	184
    Property Owner, LLC	184
    Liberty Corner Road	4.0738990%	4.0900590%	4.0738990%	$35,863,277	$35,863,277	120	119	8/9/2027	0	0
	12	Natixis
    Real Estate Capital LLC	Jemal’s
    Manhattan L.L.C.	1328-1348
    Florida Avenue, Northwest	4.3758400%	NAP	NAP	$32,875,000	$32,875,000	120	119	8/5/2027	0	0
	13	Column
    Financial, Inc.; JPMorgan Chase Bank, National Association	West
    Town Mall, LLC	7600
    Kingston Pike	4.3563400%	4.3700000%	4.3563400%	$30,000,000	$30,000,000	60	58	7/1/2022	360	360
	14	Natixis,
    New York Branch	Nazareth
    Retail Holdings, LLC	1002-1016
    Riley Street	4.3238400%	NAP	NAP	$29,509,750	$29,473,305	120	119	8/5/2027	360	359
	15	Natixis
    Real Estate Capital LLC	Acropolis
    Gardens Realty Corp.	2105-2177
    33rd Street and 2106-2178 35th Street	3.7038400%	3.7200000%	3.7038400%	$25,000,000	$25,000,000	120	116	5/5/2027	0	0
	16	Natixis
    Real Estate Capital LLC	ARG
    BE23PROP01, LLC	Various	4.6308400%	NAP	NAP	$23,950,000	$23,950,000	120	120	9/5/2027	360	360
	16.01	Natixis
    Real Estate Capital LLC	 	504
    Pike Street	 	 	 	$1,536,548	$1,536,548	 	 	 	 	 
	16.02	Natixis
    Real Estate Capital LLC	 	1997
    Sunset Boulevard	 	 	 	$1,405,379	$1,405,379	 	 	 	 	 
	16.03	Natixis
    Real Estate Capital LLC	 	3260
    Village Drive	 	 	 	$1,353,848	$1,353,848	 	 	 	 	 
	16.04	Natixis
    Real Estate Capital LLC	 	220
    Byers Road	 	 	 	$1,335,110	$1,335,110	 	 	 	 	 
	16.05	Natixis
    Real Estate Capital LLC	 	1224
    Carter Avenue	 	 	 	$1,264,841	$1,264,841	 	 	 	 	 
	16.06	Natixis
    Real Estate Capital LLC	 	99
    Stubbs Mill Road	 	 	 	$1,208,626	$1,208,626	 	 	 	 	 
	16.07	Natixis
    Real Estate Capital LLC	 	9361
    Street Route 14	 	 	 	$1,194,572	$1,194,572	 	 	 	 	 
	16.08	Natixis
    Real Estate Capital LLC	 	900
    American Road	 	 	 	$1,161,780	$1,161,780	 	 	 	 	 
	16.09	Natixis
    Real Estate Capital LLC	 	1850
    East Dorothy Lane	 	 	 	$1,100,880	$1,100,880	 	 	 	 	 
	16.10	Natixis
    Real Estate Capital LLC	 	20465
    Eureka Road	 	 	 	$1,077,457	$1,077,457	 	 	 	 	 
	16.11	Natixis
    Real Estate Capital LLC	 	3233
    Whitehall Pike	 	 	 	$1,058,719	$1,058,719	 	 	 	 	 
	16.12	Natixis
    Real Estate Capital LLC	 	80
    S Whitewoman Street	 	 	 	$1,054,034	$1,054,034	 	 	 	 	 
	16.13	Natixis
    Real Estate Capital LLC	 	18492
    Coastal Highway	 	 	 	$1,044,665	$1,044,665	 	 	 	 	 
	16.14	Natixis
    Real Estate Capital LLC	 	30750
    Gratiot Avenue	 	 	 	$1,035,296	$1,035,296	 	 	 	 	 
	16.15	Natixis
    Real Estate Capital LLC	 	1517
    North Sandusky Avenue	 	 	 	$1,030,611	$1,030,611	 	 	 	 	 
	16.16	Natixis
    Real Estate Capital LLC	 	503
    Griswold Road	 	 	 	$1,007,188	$1,007,188	 	 	 	 	 
	16.17	Natixis
    Real Estate Capital LLC	 	4900
    Beaver Run	 	 	 	$1,007,188	$1,007,188	 	 	 	 	 
	16.18	Natixis
    Real Estate Capital LLC	 	681
    West Main Street	 	 	 	$972,054	$972,054	 	 	 	 	 
	16.19	Natixis
    Real Estate Capital LLC	 	1631
    Pilgrim Lane  	 	 	 	$730,797	$730,797	 	 	 	 	 
	16.2	Natixis
    Real Estate Capital LLC	 	140
    Park Drive	 	 	 	$721,428	$721,428	 	 	 	 	 
	16.21	Natixis
    Real Estate Capital LLC	 	3961
    Hinkleville Road	 	 	 	$608,998	$608,998	 	 	 	 	 
	16.22	Natixis
    Real Estate Capital LLC	 	309
    West Plaza Drive	 	 	 	$571,521	$571,521	 	 	 	 	 
	16.23	Natixis
    Real Estate Capital LLC	 	3830
    Tuller Road	 	 	 	$468,460	$468,460	 	 	 	 	 
	17	Column
    Financial, Inc.	Newage
    Garden Grove, LLC	12221
    Harbor Boulevard	5.1638400%	NAP	NAP	$20,500,000	$20,434,125	60	57	6/6/2022	360	357
	18	Benefit
    Street Partners CRE Finance LLC	NCSC
    Gastonia Owner LLC; NCSC Charlotte Owner LLC; NCSC Goldsboro Owner LLC; NCSC Wilmington Owner LLC; NCSC Myrtle Beach Owner
    LLC	Various	5.6638400%	5.6800000%	5.6638400%	$20,000,000	$20,000,000	84	82	7/6/2024	300	300
	18.01	Benefit
    Street Partners CRE Finance LLC	 	160
    Van Campen Boulevard	 	 	 	$4,876,712	$4,876,712	 	 	 	 	 
	18.02	Benefit
    Street Partners CRE Finance LLC	 	9230
    Harris Corners Parkway	 	 	 	$4,000,000	$4,000,000	 	 	 	 	 
	18.03	Benefit
    Street Partners CRE Finance LLC	 	1003
    Sunburst Drive	 	 	 	$4,000,000	$4,000,000	 	 	 	 	 
	18.04	Benefit
    Street Partners CRE Finance LLC	 	1874
    Remount Road	 	 	 	$3,945,205	$3,945,205	 	 	 	 	 
	18.05	Benefit
    Street Partners CRE Finance LLC	 	10231
    North Kings Highway	 	 	 	$3,178,082	$3,178,082	 	 	 	 	 
	19	Benefit
    Street Partners CRE Finance LLC	Keystone
    200 Leasehold Owner, LLC; Keystone 300 Leasehold Owner, LLC	Various	4.9238400%	NAP	NAP	$20,000,000	$19,863,744	120	114	3/6/2027	360	354
	19.01	Benefit
    Street Partners CRE Finance LLC	 	430
    Davis Drive	 	 	 	$12,957,317	$12,869,041	 	 	 	 	 
	19.02	Benefit
    Street Partners CRE Finance LLC	 	530
    Davis Drive	 	 	 	$7,042,683	$6,994,703	 	 	 	 	 
	20	Benefit
    Street Partners CRE Finance LLC	ZCA
    Ft. Washington, LLC	600-602
    Office Center Drive	5.2638400%	5.2800000%	5.2638400%	$16,750,000	$16,750,000	120	114	3/6/2027	360	360
	21	Benefit
    Street Partners CRE Finance LLC	Whitehall
    Townhomes LP; Whitehall Place, L.P.	1553
    Parkline Drive	4.7338400%	NAP	NAP	$15,000,000	$15,000,000	120	120	9/6/2027	300	300
	22	Benefit
    Street Partners CRE Finance LLC	Tenalok,
    LLC	Various	4.1691400%	NAP	NAP	$13,700,000	$13,558,191	120	113	2/6/2027	329.9316	322.931628
	22.01	Benefit
    Street Partners CRE Finance LLC	 	2570-2588
    and 2590 Frayser Boulevard	 	 	 	$8,244,177	$8,158,841	 	 	 	 	 
	22.02	Benefit
    Street Partners CRE Finance LLC	 	3005
    East Frank Phillips Boulevard	 	 	 	$2,128,995	$2,106,958	 	 	 	 	 
	22.03	Benefit
    Street Partners CRE Finance LLC	 	1130-1138
    Martin Luther King Jr. Expressway	 	 	 	$1,823,492	$1,804,617	 	 	 	 	 
	22.04	Benefit
    Street Partners CRE Finance LLC	 	1780
    Frayser Boulevard	 	 	 	$1,503,337	$1,487,776	 	 	 	 	 
	23	Natixis
    Real Estate Capital LLC	100
    Berlin Land, LLC; 205 Wolf Land, LLC; 5500 Midland Land, LLC; 204 Fox Land, LLC; High Point Land, LLC; Appleton Land, LLC;
    200 STL Land, LLC	Various	5.0063400%	5.0200000%	5.0063400%	$11,465,000	$11,465,000	120	119	8/5/2027	0	0
	23.01	Natixis
    Real Estate Capital LLC	 	333
    West College Avenue	 	 	 	$2,953,662	$2,953,662	 	 	 	 	 
	23.02	Natixis
    Real Estate Capital LLC	 	200-228
    North 4th Street	 	 	 	$2,892,175	$2,892,175	 	 	 	 	 
	23.03	Natixis
    Real Estate Capital LLC	 	205
    Wolf Road	 	 	 	$1,541,759	$1,541,759	 	 	 	 	 
	23.04	Natixis
    Real Estate Capital LLC	 	100
    Berlin Road	 	 	 	$1,233,408	$1,233,408	 	 	 	 	 
	23.05	Natixis
    Real Estate Capital LLC	 	204
    West Fox Farm Road	 	 	 	$1,221,477	$1,221,477	 	 	 	 	 
	23.06	Natixis
    Real Estate Capital LLC	 	135
    South Main Street	 	 	 	$1,071,890	$1,071,890	 	 	 	 	 
	23.07	Natixis
    Real Estate Capital LLC	 	5500
    Midland Road	 	 	 	$550,628	$550,628	 	 	 	 	 
	24	Benefit
    Street Partners CRE Finance LLC	Waramaug
    Arlington II LLC 	411
    West Road to Six Flags Street	4.9738400%	NAP	NAP	$9,650,000	$9,650,000	120	120	9/6/2027	360	360
	25	Natixis
    Real Estate Capital LLC	Hot
    Springs Host, Inc.; VIPA Hospitality, Inc.	Various	6.3138400%	NAP	NAP	$7,800,000	$7,767,310	120	115	4/5/2027	360	355
	25.01	Natixis
    Real Estate Capital LLC	 	4253
    Central Avenue	 	 	 	$3,387,398	$3,373,202	 	 	 	 	 
	25.02	Natixis
    Real Estate Capital LLC	 	4307
    Central Avenue	 	 	 	$2,647,561	$2,636,465	 	 	 	 	 
	25.03	Natixis
    Real Estate Capital LLC	 	4319
    Central Avenue	 	 	 	$1,273,577	$1,268,240	 	 	 	 	 
	25.04	Natixis
    Real Estate Capital LLC	 	106
    Lookout Point	 	 	 	$491,463	$489,404	 	 	 	 	 
	26	Column
    Financial, Inc.; SSC MBS, LLC	Vero
    North, LLC	5115
    Indian River Boulevard	4.8338400%	NAP	NAP	$7,750,000	$7,750,000	120	120	9/6/2027	300	300
	27	Natixis
    Real Estate Capital LLC	LY
    Investments, LLC	2414
    Beach Boulevard	5.8838400%	NAP	NAP	$6,050,000	$6,050,000	120	120	9/5/2027	300	300
	28	Benefit
    Street Partners CRE Finance LLC	Aston
    Investment Associates; Parec Aston Plaza Associates	200,
    300, 500 Turner Industrial Way	4.3138400%	NAP	NAP	$5,800,000	$5,800,000	120	120	9/6/2027	360	360
	29	Natixis
    Real Estate Capital LLC	SY
    Property 3701 LLC	3701
    West Touhy Avenue	4.8958400%	NAP	NAP	$3,350,000	$3,350,000	120	120	9/5/2027	360	360
	30	Benefit
    Street Partners CRE Finance LLC	412
    W. Army Trail Developers Corp.	412
    West Army Trail Road	4.7838400%	NAP	NAP	$2,672,500	$2,672,500	120	109	10/6/2026	360	360
	31	Natixis
    Real Estate Capital LLC	SY
    Property 144 LLC	144
    US Highway 41	4.8508400%	NAP	NAP	$1,900,000	$1,900,000	120	120	9/5/2027	360	360


 




    


     


    

 


	CSAIL
    2017-CX9
	MORTGAGE
    LOAN SCHEDULE




 


	Loan
    ID #	Originator/Loan
    Seller	Mortgagor
    Name	Property
    Address	Companion
    Loan Cut-off Principal Balance 	Companion
    Loan Original Term	Companion
    Loan Remaining Term	Companion
    Loan Maturity/ARD Date	Companion
    Loan Amortiziation Term	Companion
    Loan Remaining Amortization Term for Balloon Loans	Monthly
    Payment	Servicing
    Fee Rate	Subservicing
    Fee	Accrual
    Type
	1	Column
    Financial, Inc.	Corporate
    Properties Trust II SPE, L.L.C.	236
    Perimeter Center Parkway Northeast	$78,000,000	84	83	8/6/2024	0	0	$225,759	0.00500%	NAP	Actual/360
	2	Column
    Financial, Inc.; Wells Fargo Bank, National Association	2001
    Sixth LLC	2001
    6th Avenue	$67,500,000	120	118	7/11/2027	0	0	$187,633	0.00500%	0.00250%	Actual/360
	3	Column
    Financial, Inc.; Natixis Real Estate Capital LC	Two
    Independence Hana Ow, LLC	300
    E Street, Southwest	$109,000,000	60	58	7/6/2022	0	0	$150,098	0.00375%	0.00125%	Actual/360
	3
    - CS	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 
	3
    - NXS	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 
	4	Natixis
    Real Estate Capital LLC; JPMorgan Chase Bank, National Association; Société Générale, Deutsche
    Bank AG, New York Branch; Barclays Bank PLC	245
    Park Avenue Property LLC	245
    Park Avenue	$1,026,000,000	120	117	6/1/2027	0	0	$167,416	0.00375%	0.00125%	Actual/360
	5	Column
    Financial, Inc.	CP
    Boulders, LLC	34631
    North Tom Darlington Drive	$23,000,000	60	60	9/6/2022	360	360	$283,267	0.00500%	NAP	Actual/360
	6	Column
    Financial, Inc.	NA
    Glendale, LLC	100
    West Glenoaks Boulevard	NAP	NAP	NAP	NAP	NAP	NAP	$246,227	0.00500%	NAP	Actual/360
	7	Natixis
    Real Estate Capital LLC	85
    Broad Street Property Owner LLC; 85 Broad Street TRS LLC	85
    Broad Street	$124,000,000	120	117	6/5/2027	0	0	$129,747	0.00500%	0.00250%	Actual/360
	8	Natixis
    Real Estate Capital LLC	Giralda
    Farms RE LLC	5
    Giralda Farms	NAP	NAP	NAP	NAP	NAP	NAP	$162,180	0.00500%	NAP	Actual/360
	9	Natixis
    Real Estate Capital LLC	UST
    Prime III Hotel Owner, L.P.	151
    West Adams Street	$39,300,000	60	59	8/5/2022	0	0	$136,676	0.00500%	NAP	Actual/360
	10	Natixis,
    New York Branch	Downtown
    Properties VII, LLC; 300 Montgomery Associates	300
    Montgomery Street	$30,000,000	120	120	9/5/2027	0	0	$108,588	0.00500%	NAP	Actual/360
	11	Natixis
    Real Estate Capital LLC	184
    Property Owner, LLC	184
    Liberty Corner Road	$28,000,000	120	119	8/9/2027	0	0	$148,145	0.00500%	NAP	Actual/360
	12	Natixis
    Real Estate Capital LLC	Jemal’s
    Manhattan L.L.C.	1328-1348
    Florida Avenue, Northwest	NAP	NAP	NAP	NAP	NAP	NAP	$121,994	0.00500%	NAP	Actual/360
	13	Column
    Financial, Inc.; JPMorgan Chase Bank, National Association	West
    Town Mall, LLC	7600
    Kingston Pike	$93,900,000	60	58	7/1/2022	360	360	$176,539	0.00500%	0.00250%	Actual/360
	14	Natixis,
    New York Branch	Nazareth
    Retail Holdings, LLC	1002-1016
    Riley Street	NAP	NAP	NAP	NAP	NAP	NAP	$146,729	0.00500%	NAP	Actual/360
	15	Natixis
    Real Estate Capital LLC	Acropolis
    Gardens Realty Corp.	2105-2177
    33rd Street and 2106-2178 35th Street	$20,000,000	120	116	5/5/2027	0	0	$78,576	0.00500%	NAP	Actual/360
	16	Natixis
    Real Estate Capital LLC	ARG
    BE23PROP01, LLC	Various	NAP	NAP	NAP	NAP	NAP	NAP	$123,452	0.00500%	NAP	Actual/360
	16.01	Natixis
    Real Estate Capital LLC	 	504
    Pike Street	 	 	 	 	 	 	 	 	 	 
	16.02	Natixis
    Real Estate Capital LLC	 	1997
    Sunset Boulevard	 	 	 	 	 	 	 	 	 	 
	16.03	Natixis
    Real Estate Capital LLC	 	3260
    Village Drive	 	 	 	 	 	 	 	 	 	 
	16.04	Natixis
    Real Estate Capital LLC	 	220
    Byers Road	 	 	 	 	 	 	 	 	 	 
	16.05	Natixis
    Real Estate Capital LLC	 	1224
    Carter Avenue	 	 	 	 	 	 	 	 	 	 
	16.06	Natixis
    Real Estate Capital LLC	 	99
    Stubbs Mill Road	 	 	 	 	 	 	 	 	 	 
	16.07	Natixis
    Real Estate Capital LLC	 	9361
    Street Route 14	 	 	 	 	 	 	 	 	 	 
	16.08	Natixis
    Real Estate Capital LLC	 	900
    American Road	 	 	 	 	 	 	 	 	 	 
	16.09	Natixis
    Real Estate Capital LLC	 	1850
    East Dorothy Lane	 	 	 	 	 	 	 	 	 	 
	16.10	Natixis
    Real Estate Capital LLC	 	20465
    Eureka Road	 	 	 	 	 	 	 	 	 	 
	16.11	Natixis
    Real Estate Capital LLC	 	3233
    Whitehall Pike	 	 	 	 	 	 	 	 	 	 
	16.12	Natixis
    Real Estate Capital LLC	 	80
    S Whitewoman Street	 	 	 	 	 	 	 	 	 	 
	16.13	Natixis
    Real Estate Capital LLC	 	18492
    Coastal Highway	 	 	 	 	 	 	 	 	 	 
	16.14	Natixis
    Real Estate Capital LLC	 	30750
    Gratiot Avenue	 	 	 	 	 	 	 	 	 	 
	16.15	Natixis
    Real Estate Capital LLC	 	1517
    North Sandusky Avenue	 	 	 	 	 	 	 	 	 	 
	16.16	Natixis
    Real Estate Capital LLC	 	503
    Griswold Road	 	 	 	 	 	 	 	 	 	 
	16.17	Natixis
    Real Estate Capital LLC	 	4900
    Beaver Run	 	 	 	 	 	 	 	 	 	 
	16.18	Natixis
    Real Estate Capital LLC	 	681
    West Main Street	 	 	 	 	 	 	 	 	 	 
	16.19	Natixis
    Real Estate Capital LLC	 	1631
    Pilgrim Lane  	 	 	 	 	 	 	 	 	 	 
	16.2	Natixis
    Real Estate Capital LLC	 	140
    Park Drive	 	 	 	 	 	 	 	 	 	 
	16.21	Natixis
    Real Estate Capital LLC	 	3961
    Hinkleville Road	 	 	 	 	 	 	 	 	 	 
	16.22	Natixis
    Real Estate Capital LLC	 	309
    West Plaza Drive	 	 	 	 	 	 	 	 	 	 
	16.23	Natixis
    Real Estate Capital LLC	 	3830
    Tuller Road	 	 	 	 	 	 	 	 	 	 
	17	Column
    Financial, Inc.	Newage
    Garden Grove, LLC	12221
    Harbor Boulevard	NAP	NAP	NAP	NAP	NAP	NAP	$112,315	0.00500%	NAP	Actual/360
	18	Benefit
    Street Partners CRE Finance LLC	NCSC
    Gastonia Owner LLC; NCSC Charlotte Owner LLC; NCSC Goldsboro Owner LLC; NCSC Wilmington Owner LLC; NCSC Myrtle Beach Owner
    LLC	Various	$16,500,000	84	82	7/6/2024	300	300	$124,977	0.00500%	NAP	Actual/360
	18.01	Benefit
    Street Partners CRE Finance LLC	 	160
    Van Campen Boulevard	 	 	 	 	 	 	 	 	 	 
	18.02	Benefit
    Street Partners CRE Finance LLC	 	9230
    Harris Corners Parkway	 	 	 	 	 	 	 	 	 	 
	18.03	Benefit
    Street Partners CRE Finance LLC	 	1003
    Sunburst Drive	 	 	 	 	 	 	 	 	 	 
	18.04	Benefit
    Street Partners CRE Finance LLC	 	1874
    Remount Road	 	 	 	 	 	 	 	 	 	 
	18.05	Benefit
    Street Partners CRE Finance LLC	 	10231
    North Kings Highway	 	 	 	 	 	 	 	 	 	 
	19	Benefit
    Street Partners CRE Finance LLC	Keystone
    200 Leasehold Owner, LLC; Keystone 300 Leasehold Owner, LLC	Various	NAP	NAP	NAP	NAP	NAP	NAP	$106,632	0.00500%	NAP	Actual/360
	19.01	Benefit
    Street Partners CRE Finance LLC	 	430
    Davis Drive	 	 	 	 	 	 	 	 	 	 
	19.02	Benefit
    Street Partners CRE Finance LLC	 	530
    Davis Drive	 	 	 	 	 	 	 	 	 	 
	20	Benefit
    Street Partners CRE Finance LLC	ZCA
    Ft. Washington, LLC	600-602
    Office Center Drive	$37,750,000	120	114	3/6/2027	360	360	$92,806	0.00500%	NAP	Actual/360
	21	Benefit
    Street Partners CRE Finance LLC	Whitehall
    Townhomes LP; Whitehall Place, L.P.	1553
    Parkline Drive	NAP	NAP	NAP	NAP	NAP	NAP	$85,518	0.00500%	NAP	Actual/360
	22	Benefit
    Street Partners CRE Finance LLC	Tenalok,
    LLC	Various	NAP	NAP	NAP	NAP	NAP	NAP	$69,964	0.00500%	NAP	Actual/360
	22.01	Benefit
    Street Partners CRE Finance LLC	 	2570-2588
    and 2590 Frayser Boulevard	 	 	 	 	 	 	 	 	 	 
	22.02	Benefit
    Street Partners CRE Finance LLC	 	3005
    East Frank Phillips Boulevard	 	 	 	 	 	 	 	 	 	 
	22.03	Benefit
    Street Partners CRE Finance LLC	 	1130-1138
    Martin Luther King Jr. Expressway	 	 	 	 	 	 	 	 	 	 
	22.04	Benefit
    Street Partners CRE Finance LLC	 	1780
    Frayser Boulevard	 	 	 	 	 	 	 	 	 	 
	23	Natixis
    Real Estate Capital LLC	100
    Berlin Land, LLC; 205 Wolf Land, LLC; 5500 Midland Land, LLC; 204 Fox Land, LLC; High Point Land, LLC; Appleton Land, LLC;
    200 STL Land, LLC	Various	$51,000,000	120	119	8/5/2027	0	0	$48,628	0.00500%	0.00250%	Actual/360
	23.01	Natixis
    Real Estate Capital LLC	 	333
    West College Avenue	 	 	 	 	 	 	 	 	 	 
	23.02	Natixis
    Real Estate Capital LLC	 	200-228
    North 4th Street	 	 	 	 	 	 	 	 	 	 
	23.03	Natixis
    Real Estate Capital LLC	 	205
    Wolf Road	 	 	 	 	 	 	 	 	 	 
	23.04	Natixis
    Real Estate Capital LLC	 	100
    Berlin Road	 	 	 	 	 	 	 	 	 	 
	23.05	Natixis
    Real Estate Capital LLC	 	204
    West Fox Farm Road	 	 	 	 	 	 	 	 	 	 
	23.06	Natixis
    Real Estate Capital LLC	 	135
    South Main Street	 	 	 	 	 	 	 	 	 	 
	23.07	Natixis
    Real Estate Capital LLC	 	5500
    Midland Road	 	 	 	 	 	 	 	 	 	 
	24	Benefit
    Street Partners CRE Finance LLC	Waramaug
    Arlington II LLC 	411
    West Road to Six Flags Street	NAP	NAP	NAP	NAP	NAP	NAP	$51,744	0.00500%	NAP	Actual/360
	25	Natixis
    Real Estate Capital LLC	Hot
    Springs Host, Inc.; VIPA Hospitality, Inc.	Various	NAP	NAP	NAP	NAP	NAP	NAP	$48,433	0.00500%	NAP	Actual/360
	25.01	Natixis
    Real Estate Capital LLC	 	4253
    Central Avenue	 	 	 	 	 	 	 	 	 	 
	25.02	Natixis
    Real Estate Capital LLC	 	4307
    Central Avenue	 	 	 	 	 	 	 	 	 	 
	25.03	Natixis
    Real Estate Capital LLC	 	4319
    Central Avenue	 	 	 	 	 	 	 	 	 	 
	25.04	Natixis
    Real Estate Capital LLC	 	106
    Lookout Point	 	 	 	 	 	 	 	 	 	 
	26	Column
    Financial, Inc.; SSC MBS, LLC	Vero
    North, LLC	5115
    Indian River Boulevard	NAP	NAP	NAP	NAP	NAP	NAP	$44,631	0.00500%	NAP	Actual/360
	27	Natixis
    Real Estate Capital LLC	LY
    Investments, LLC	2414
    Beach Boulevard	NAP	NAP	NAP	NAP	NAP	NAP	$38,611	0.00500%	NAP	Actual/360
	28	Benefit
    Street Partners CRE Finance LLC	Aston
    Investment Associates; Parec Aston Plaza Associates	200,
    300, 500 Turner Industrial Way	NAP	NAP	NAP	NAP	NAP	NAP	$28,805	0.00500%	NAP	Actual/360
	29	Natixis
    Real Estate Capital LLC	SY
    Property 3701 LLC	3701
    West Touhy Avenue	NAP	NAP	NAP	NAP	NAP	NAP	$17,804	0.00500%	NAP	Actual/360
	30	Benefit
    Street Partners CRE Finance LLC	412
    W. Army Trail Developers Corp.	412
    West Army Trail Road	NAP	NAP	NAP	NAP	NAP	NAP	$14,022	0.00500%	NAP	Actual/360
	31	Natixis
    Real Estate Capital LLC	SY
    Property 144 LLC	144
    US Highway 41	NAP	NAP	NAP	NAP	NAP	NAP	$10,046	0.00500%	NAP	Actual/360


 


 




    


     


    

 


	CSAIL
    2017-CX9
	MORTGAGE
    LOAN SCHEDULE




 


	Loan
    ID #	Originator/Loan
    Seller	Mortgagor
    Name	Property
    Address	ARD
    (Y/N)	Revised
    Rate (%)	Title
    Type	Crossed
    Collateralized Loan	Cross
    Defaulted Loan	Guarantor	Letter
    of Credit
	1	Column
    Financial, Inc.	Corporate
    Properties Trust II SPE, L.L.C.	236
    Perimeter Center Parkway Northeast	No	 	Fee	No	No	Corporate
    Properties Trust II TRS, L.L.C.	No
	2	Column
    Financial, Inc.; Wells Fargo Bank, National Association	2001
    Sixth LLC	2001
    6th Avenue	No	 	Fee	No	No	Clise
    Properties, Inc.; Digital Realty Trust, L.P.	No
	3	Column
    Financial, Inc.; Natixis Real Estate Capital LC	Two
    Independence Hana Ow, LLC	300
    E Street, Southwest	No	 	Fee	No	No	Hana
    Asset Management Co., Ltd.	No
	3
    - CS	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 
	3
    - NXS	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 
	4	Natixis
    Real Estate Capital LLC; JPMorgan Chase Bank, National Association; Société Générale, Deutsche
    Bank AG, New York Branch; Barclays Bank PLC	245
    Park Avenue Property LLC	245
    Park Avenue	No	 	Fee	No	No	181
    West Madison Holding LLC	No
	5	Column
    Financial, Inc.	CP
    Boulders, LLC	34631
    North Tom Darlington Drive	No	 	Fee	No	No	Columbia
    Sussex Corporation; CSC Holdings, LLC	No
	6	Column
    Financial, Inc.	NA
    Glendale, LLC	100
    West Glenoaks Boulevard	No	 	Fee	No	No	Kam
    Sang Company, Inc.; Ronnie Lam	No
	7	Natixis
    Real Estate Capital LLC	85
    Broad Street Property Owner LLC; 85 Broad Street TRS LLC	85
    Broad Street	No	 	Fee	No	No	ICR
    US LP	No
	8	Natixis
    Real Estate Capital LLC	Giralda
    Farms RE LLC	5
    Giralda Farms	No	 	Fee	No	No	Menashe
    Frankel, Yeheskel Frankel, Joel Bergstein, David Weinstein, David Werner and Joseph Friedland	No
	9	Natixis
    Real Estate Capital LLC	UST
    Prime III Hotel Owner, L.P.	151
    West Adams Street	No	 	Fee	No	No	Lothar
    Estein	No
	10	Natixis,
    New York Branch	Downtown
    Properties VII, LLC; 300 Montgomery Associates	300
    Montgomery Street	No	 	Fee	No	No	Downtown
    Properties Holdings, LLC	No
	11	Natixis
    Real Estate Capital LLC	184
    Property Owner, LLC	184
    Liberty Corner Road	No	 	Fee	No	No	Normandy
    Real Estate Fund II, LP; Greenfield Acquisition Partners VI, L.P.; GAP VI Parallel Partners, L.P.	No
	12	Natixis
    Real Estate Capital LLC	Jemal’s
    Manhattan L.L.C.	1328-1348
    Florida Avenue, Northwest	No	 	Fee	No	No	Norman
    Jemal	No
	13	Column
    Financial, Inc.; JPMorgan Chase Bank, National Association	West
    Town Mall, LLC	7600
    Kingston Pike	No	 	Fee
    & Leasehold	No	No	Simon
    Property Group, L.P.	No
	14	Natixis,
    New York Branch	Nazareth
    Retail Holdings, LLC	1002-1016
    Riley Street	No	 	Fee	No	No	Mounir
    Kardosh	No
	15	Natixis
    Real Estate Capital LLC	Acropolis
    Gardens Realty Corp.	2105-2177
    33rd Street and 2106-2178 35th Street	No	 	Fee	No	No	Acropolis
    Gardens Realty Corp.	No
	16	Natixis
    Real Estate Capital LLC	ARG
    BE23PROP01, LLC	Various	Yes	a
    rate equal to the sum of: (i) Initial Interest Rate; (ii) 3.00%; and (iii) the greater of (A) the amount by which the yield
    on the U.S. Treasury issue (primary issue) with a maturity date of ten (10) years (as determined by Lender in its sole discretion
    as of the first Business Day following the Anticipated Repayment Date) exceeds 2.50% and (B) 0%.	Fee	No	No	American
    Finance Trust, Inc.	No
	16.01	Natixis
    Real Estate Capital LLC	 	504
    Pike Street	 	 	Fee	 	 	 	 
	16.02	Natixis
    Real Estate Capital LLC	 	1997
    Sunset Boulevard	 	 	Fee	 	 	 	 
	16.03	Natixis
    Real Estate Capital LLC	 	3260
    Village Drive	 	 	Fee	 	 	 	 
	16.04	Natixis
    Real Estate Capital LLC	 	220
    Byers Road	 	 	Fee	 	 	 	 
	16.05	Natixis
    Real Estate Capital LLC	 	1224
    Carter Avenue	 	 	Fee	 	 	 	 
	16.06	Natixis
    Real Estate Capital LLC	 	99
    Stubbs Mill Road	 	 	Fee	 	 	 	 
	16.07	Natixis
    Real Estate Capital LLC	 	9361
    Street Route 14	 	 	Fee	 	 	 	 
	16.08	Natixis
    Real Estate Capital LLC	 	900
    American Road	 	 	Fee	 	 	 	 
	16.09	Natixis
    Real Estate Capital LLC	 	1850
    East Dorothy Lane	 	 	Fee	 	 	 	 
	16.10	Natixis
    Real Estate Capital LLC	 	20465
    Eureka Road	 	 	Fee	 	 	 	 
	16.11	Natixis
    Real Estate Capital LLC	 	3233
    Whitehall Pike	 	 	Fee	 	 	 	 
	16.12	Natixis
    Real Estate Capital LLC	 	80
    S Whitewoman Street	 	 	Fee	 	 	 	 
	16.13	Natixis
    Real Estate Capital LLC	 	18492
    Coastal Highway	 	 	Fee	 	 	 	 
	16.14	Natixis
    Real Estate Capital LLC	 	30750
    Gratiot Avenue	 	 	Fee	 	 	 	 
	16.15	Natixis
    Real Estate Capital LLC	 	1517
    North Sandusky Avenue	 	 	Fee	 	 	 	 
	16.16	Natixis
    Real Estate Capital LLC	 	503
    Griswold Road	 	 	Fee	 	 	 	 
	16.17	Natixis
    Real Estate Capital LLC	 	4900
    Beaver Run	 	 	Fee	 	 	 	 
	16.18	Natixis
    Real Estate Capital LLC	 	681
    West Main Street	 	 	Fee	 	 	 	 
	16.19	Natixis
    Real Estate Capital LLC	 	1631
    Pilgrim Lane  	 	 	Fee	 	 	 	 
	16.2	Natixis
    Real Estate Capital LLC	 	140
    Park Drive	 	 	Fee	 	 	 	 
	16.21	Natixis
    Real Estate Capital LLC	 	3961
    Hinkleville Road	 	 	Fee	 	 	 	 
	16.22	Natixis
    Real Estate Capital LLC	 	309
    West Plaza Drive	 	 	Fee	 	 	 	 
	16.23	Natixis
    Real Estate Capital LLC	 	3830
    Tuller Road	 	 	Fee	 	 	 	 
	17	Column
    Financial, Inc.	Newage
    Garden Grove, LLC	12221
    Harbor Boulevard	No	 	Fee	No	No	Kam
    Sang Company, Inc.; Ronnie Lam	No
	18	Benefit
    Street Partners CRE Finance LLC	NCSC
    Gastonia Owner LLC; NCSC Charlotte Owner LLC; NCSC Goldsboro Owner LLC; NCSC Wilmington Owner LLC; NCSC Myrtle Beach Owner
    LLC	Various	No	 	Fee	No	No	Evan
    Weiss; Daniel Lesser; Gary Isenberg	No
	18.01	Benefit
    Street Partners CRE Finance LLC	 	160
    Van Campen Boulevard	 	 	Fee	 	 	 	 
	18.02	Benefit
    Street Partners CRE Finance LLC	 	9230
    Harris Corners Parkway	 	 	Fee	 	 	 	 
	18.03	Benefit
    Street Partners CRE Finance LLC	 	1003
    Sunburst Drive	 	 	Fee	 	 	 	 
	18.04	Benefit
    Street Partners CRE Finance LLC	 	1874
    Remount Road	 	 	Fee	 	 	 	 
	18.05	Benefit
    Street Partners CRE Finance LLC	 	10231
    North Kings Highway	 	 	Fee	 	 	 	 
	19	Benefit
    Street Partners CRE Finance LLC	Keystone
    200 Leasehold Owner, LLC; Keystone 300 Leasehold Owner, LLC	Various	No	 	Leasehold	No	No	Innovatus
    Flagship Fund I, LP; Innovatus Flagship Offshore Fund I, LP	No
	19.01	Benefit
    Street Partners CRE Finance LLC	 	430
    Davis Drive	 	 	Leasehold	 	 	 	 
	19.02	Benefit
    Street Partners CRE Finance LLC	 	530
    Davis Drive	 	 	Leasehold	 	 	 	 
	20	Benefit
    Street Partners CRE Finance LLC	ZCA
    Ft. Washington, LLC	600-602
    Office Center Drive	No	 	Fee	No	No	Edward
    N. Antoian	No
	21	Benefit
    Street Partners CRE Finance LLC	Whitehall
    Townhomes LP; Whitehall Place, L.P.	1553
    Parkline Drive	No	 	Fee	No	No	Alexander
    Dembitzer; Sky Management Services LLC 	No
	22	Benefit
    Street Partners CRE Finance LLC	Tenalok,
    LLC	Various	No	 	Fee	No	No	Hardam
    S. Azad	No
	22.01	Benefit
    Street Partners CRE Finance LLC	 	2570-2588
    and 2590 Frayser Boulevard	 	 	Fee	 	 	 	 
	22.02	Benefit
    Street Partners CRE Finance LLC	 	3005
    East Frank Phillips Boulevard	 	 	Fee	 	 	 	 
	22.03	Benefit
    Street Partners CRE Finance LLC	 	1130-1138
    Martin Luther King Jr. Expressway	 	 	Fee	 	 	 	 
	22.04	Benefit
    Street Partners CRE Finance LLC	 	1780
    Frayser Boulevard	 	 	Fee	 	 	 	 
	23	Natixis
    Real Estate Capital LLC	100
    Berlin Land, LLC; 205 Wolf Land, LLC; 5500 Midland Land, LLC; 204 Fox Land, LLC; High Point Land, LLC; Appleton Land, LLC;
    200 STL Land, LLC	Various	No	 	Fee	No	No	Joseph
    G. Gillespie, III	No
	23.01	Natixis
    Real Estate Capital LLC	 	333
    West College Avenue	 	 	Fee	 	 	 	 
	23.02	Natixis
    Real Estate Capital LLC	 	200-228
    North 4th Street	 	 	Fee	 	 	 	 
	23.03	Natixis
    Real Estate Capital LLC	 	205
    Wolf Road	 	 	Fee	 	 	 	 
	23.04	Natixis
    Real Estate Capital LLC	 	100
    Berlin Road	 	 	Fee	 	 	 	 
	23.05	Natixis
    Real Estate Capital LLC	 	204
    West Fox Farm Road	 	 	Fee	 	 	 	 
	23.06	Natixis
    Real Estate Capital LLC	 	135
    South Main Street	 	 	Fee	 	 	 	 
	23.07	Natixis
    Real Estate Capital LLC	 	5500
    Midland Road	 	 	Fee	 	 	 	 
	24	Benefit
    Street Partners CRE Finance LLC	Waramaug
    Arlington II LLC 	411
    West Road to Six Flags Street	No	 	Fee	No	No	Lesile
    Ng; Paul A. Nussbaum 	No
	25	Natixis
    Real Estate Capital LLC	Hot
    Springs Host, Inc.; VIPA Hospitality, Inc.	Various	No	 	Fee	No	No	Parth
    V. Patel; Nanya R. Patel; Shyam V. Patel	No
	25.01	Natixis
    Real Estate Capital LLC	 	4253
    Central Avenue	 	 	Fee	 	 	 	 
	25.02	Natixis
    Real Estate Capital LLC	 	4307
    Central Avenue	 	 	Fee	 	 	 	 
	25.03	Natixis
    Real Estate Capital LLC	 	4319
    Central Avenue	 	 	Fee	 	 	 	 
	25.04	Natixis
    Real Estate Capital LLC	 	106
    Lookout Point	 	 	Fee	 	 	 	 
	26	Column
    Financial, Inc.; SSC MBS, LLC	Vero
    North, LLC	5115
    Indian River Boulevard	No	 	Fee	No	No	Keith
    D. Kite	No
	27	Natixis
    Real Estate Capital LLC	LY
    Investments, LLC	2414
    Beach Boulevard	No	 	Fee	No	No	Phuong
    Thi Trinh	No
	28	Benefit
    Street Partners CRE Finance LLC	Aston
    Investment Associates; Parec Aston Plaza Associates	200,
    300, 500 Turner Industrial Way	No	 	Fee	No	No	Robert
    Ayerle	No
	29	Natixis
    Real Estate Capital LLC	SY
    Property 3701 LLC	3701
    West Touhy Avenue	No	 	Fee	No	No	Mordecai
    Mizrahi; Ezra Mizrahi	No
	30	Benefit
    Street Partners CRE Finance LLC	412
    W. Army Trail Developers Corp.	412
    West Army Trail Road	No	 	Fee	No	No	Dmitrii
    Volkov (a/k/a Dmitry Volkov, and/or Dimitriy Volkov)	No
	31	Natixis
    Real Estate Capital LLC	SY
    Property 144 LLC	144
    US Highway 41	No	 	Fee	No	No	Mordecai
    Mizrahi; Ezra Mizrahi	No


 


 




    


     


    

 


	CSAIL
    2017-CX9
	MORTGAGE
    LOAN SCHEDULE




 


	Loan
    ID #	Originator/Loan
    Seller	Mortgagor
    Name	Property
    Address	Upfront
    

CapEx 

Reserve	Upfront
    Eng. Reserve	Upfront
    Envir. Reserve	Upfront
    TI/LC Reserve	Upfront
    RE Tax Reserve	Upfront
    Ins. Reserve	Upfront
    Debt Service Reserve	Upfront
    Other Reserve	Monthly
    Capex Reserve	Monthly
    Envir. Reserve
	1	Column
    Financial, Inc.	Corporate
    Properties Trust II SPE, L.L.C.	236
    Perimeter Center Parkway Northeast	$0	$0	$0	$3,090,000	$0	$0	$0	$0	Springing	$0
	2	Column
    Financial, Inc.; Wells Fargo Bank, National Association	2001
    Sixth LLC	2001
    6th Avenue	$0	$0	$0	$0	$0	$0	$0	$0	Springing	$0
	3	Column
    Financial, Inc.; Natixis Real Estate Capital LC	Two
    Independence Hana Ow, LLC	300
    E Street, Southwest	GSA
    Replacements Reserve ($2,500,000); Garage Replacements ($871,097)	$0	$0	$0	$0	$0	$0	$0	$250,000
    until $4,000,000 GSA Replacement reached; Springing (Monthly Replacement Reserve)	$0
	3
    - CS	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 
	3
    - NXS	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 
	4	Natixis
    Real Estate Capital LLC; JPMorgan Chase Bank, National Association; Société Générale, Deutsche
    Bank AG, New York Branch; Barclays Bank PLC	245
    Park Avenue Property LLC	245
    Park Avenue	$47,738	$0	$0	$0	$0	$227,000	$0	$11,431,608	$47,738	$0
	5	Column
    Financial, Inc.	CP
    Boulders, LLC	34631
    North Tom Darlington Drive	$136,080	$0	$0	$0	$73,769	$167,878	$0	$300,000	1/12
    of 4% of gross income from operation from T12 period	$0
	6	Column
    Financial, Inc.	NA
    Glendale, LLC	100
    West Glenoaks Boulevard	$82,870	$5,500	$0	$0	$760,488	$40,111	$0	$0	Greater
    of (a) one-twelfth (1/12th) of four percent (4%) of Gross Income from Operations for the Property over the trailing twelve
    (12) month period, or (b) the amount required by the terms of the Management Agreement or the Franchise Agreement	$0
	7	Natixis
    Real Estate Capital LLC	85
    Broad Street Property Owner LLC; 85 Broad Street TRS LLC	85
    Broad Street	$0	$0	$0	$0	$0	$0	$0	$8,741,590	Springing	$0
	8	Natixis
    Real Estate Capital LLC	Giralda
    Farms RE LLC	5
    Giralda Farms	$0	$552,438	$0	$0	$593,753	$47,573	$0	$62,635,825	$5,671	$0
	9	Natixis
    Real Estate Capital LLC	UST
    Prime III Hotel Owner, L.P.	151
    West Adams Street	$0	$13,554	$0	$0	$223,974	$198,332	$0	$2,000,000	Springing	$0
	10	Natixis,
    New York Branch	Downtown
    Properties VII, LLC; 300 Montgomery Associates	300
    Montgomery Street	$0	$0	$0	$1,420,026	$76,794	$59,011	$0	$0	Springing	$0
	11	Natixis
    Real Estate Capital LLC	184
    Property Owner, LLC	184
    Liberty Corner Road	$0	$7,975	$0	$700,000	$55,238	$56,892	$0	$0	$8,075	$0
	12	Natixis
    Real Estate Capital LLC	Jemal’s
    Manhattan L.L.C.	1328-1348
    Florida Avenue, Northwest	$0	$0	$0	$350,000	$135,958	$7,014	$0	$856,007	$1,103	$0
	13	Column
    Financial, Inc.; JPMorgan Chase Bank, National Association	West
    Town Mall, LLC	7600
    Kingston Pike	$0	$0	$0	$80,469	$0	$0	$0	$0	Springing	$0
	14	Natixis,
    New York Branch	Nazareth
    Retail Holdings, LLC	1002-1016
    Riley Street	$0	$7,500	$0	$0	$187,999	$9,744	$0	$193,742	$2,904	$0
	15	Natixis
    Real Estate Capital LLC	Acropolis
    Gardens Realty Corp.	2105-2177
    33rd Street and 2106-2178 35th Street	$0	$322,500	$0	$0	$295,949	$63,643	$0	$1,651,824	$13,596	$0
	16	Natixis
    Real Estate Capital LLC	ARG
    BE23PROP01, LLC	Various	$0	$296,721	$0	$0	$108,135	$10,576	$0	$0	$5,558	$0
	16.01	Natixis
    Real Estate Capital LLC	 	504
    Pike Street	 	 	 	 	 	 	 	 	 	 
	16.02	Natixis
    Real Estate Capital LLC	 	1997
    Sunset Boulevard	 	 	 	 	 	 	 	 	 	 
	16.03	Natixis
    Real Estate Capital LLC	 	3260
    Village Drive	 	 	 	 	 	 	 	 	 	 
	16.04	Natixis
    Real Estate Capital LLC	 	220
    Byers Road	 	 	 	 	 	 	 	 	 	 
	16.05	Natixis
    Real Estate Capital LLC	 	1224
    Carter Avenue	 	 	 	 	 	 	 	 	 	 
	16.06	Natixis
    Real Estate Capital LLC	 	99
    Stubbs Mill Road	 	 	 	 	 	 	 	 	 	 
	16.07	Natixis
    Real Estate Capital LLC	 	9361
    Street Route 14	 	 	 	 	 	 	 	 	 	 
	16.08	Natixis
    Real Estate Capital LLC	 	900
    American Road	 	 	 	 	 	 	 	 	 	 
	16.09	Natixis
    Real Estate Capital LLC	 	1850
    East Dorothy Lane	 	 	 	 	 	 	 	 	 	 
	16.10	Natixis
    Real Estate Capital LLC	 	20465
    Eureka Road	 	 	 	 	 	 	 	 	 	 
	16.11	Natixis
    Real Estate Capital LLC	 	3233
    Whitehall Pike	 	 	 	 	 	 	 	 	 	 
	16.12	Natixis
    Real Estate Capital LLC	 	80
    S Whitewoman Street	 	 	 	 	 	 	 	 	 	 
	16.13	Natixis
    Real Estate Capital LLC	 	18492
    Coastal Highway	 	 	 	 	 	 	 	 	 	 
	16.14	Natixis
    Real Estate Capital LLC	 	30750
    Gratiot Avenue	 	 	 	 	 	 	 	 	 	 
	16.15	Natixis
    Real Estate Capital LLC	 	1517
    North Sandusky Avenue	 	 	 	 	 	 	 	 	 	 
	16.16	Natixis
    Real Estate Capital LLC	 	503
    Griswold Road	 	 	 	 	 	 	 	 	 	 
	16.17	Natixis
    Real Estate Capital LLC	 	4900
    Beaver Run	 	 	 	 	 	 	 	 	 	 
	16.18	Natixis
    Real Estate Capital LLC	 	681
    West Main Street	 	 	 	 	 	 	 	 	 	 
	16.19	Natixis
    Real Estate Capital LLC	 	1631
    Pilgrim Lane  	 	 	 	 	 	 	 	 	 	 
	16.2	Natixis
    Real Estate Capital LLC	 	140
    Park Drive	 	 	 	 	 	 	 	 	 	 
	16.21	Natixis
    Real Estate Capital LLC	 	3961
    Hinkleville Road	 	 	 	 	 	 	 	 	 	 
	16.22	Natixis
    Real Estate Capital LLC	 	309
    West Plaza Drive	 	 	 	 	 	 	 	 	 	 
	16.23	Natixis
    Real Estate Capital LLC	 	3830
    Tuller Road	 	 	 	 	 	 	 	 	 	 
	17	Column
    Financial, Inc.	Newage
    Garden Grove, LLC	12221
    Harbor Boulevard	$32,193	$17,460	$0	$0	$183,140	$10,588	$0	$1,160,000	Greater
    of (a) one-twelfth (1/12th) of four percent (4%) of Gross Income from Operations for the Property over the trailing twelve
    (12) month period, or (b) the amount required by the terms of the Management Agreement or the Franchise Agreement	$0
	18	Benefit
    Street Partners CRE Finance LLC	NCSC
    Gastonia Owner LLC; NCSC Charlotte Owner LLC; NCSC Goldsboro Owner LLC; NCSC Wilmington Owner LLC; NCSC Myrtle Beach Owner
    LLC	Various	$0	$48,679	$0	$0	$308,655	$21,261	$0	$5,149,037	1/12th
    of 4% of gross revenues for the properties in the preceding calendar year.	$0
	18.01	Benefit
    Street Partners CRE Finance LLC	 	160
    Van Campen Boulevard	 	 	 	 	 	 	 	 	 	 
	18.02	Benefit
    Street Partners CRE Finance LLC	 	9230
    Harris Corners Parkway	 	 	 	 	 	 	 	 	 	 
	18.03	Benefit
    Street Partners CRE Finance LLC	 	1003
    Sunburst Drive	 	 	 	 	 	 	 	 	 	 
	18.04	Benefit
    Street Partners CRE Finance LLC	 	1874
    Remount Road	 	 	 	 	 	 	 	 	 	 
	18.05	Benefit
    Street Partners CRE Finance LLC	 	10231
    North Kings Highway	 	 	 	 	 	 	 	 	 	 
	19	Benefit
    Street Partners CRE Finance LLC	Keystone
    200 Leasehold Owner, LLC; Keystone 300 Leasehold Owner, LLC	Various	$0	$0	$0	$18,305	$119,877	$19,993	$0	$602,427	$4,284	$0
	19.01	Benefit
    Street Partners CRE Finance LLC	 	430
    Davis Drive	 	 	 	 	 	 	 	 	 	 
	19.02	Benefit
    Street Partners CRE Finance LLC	 	530
    Davis Drive	 	 	 	 	 	 	 	 	 	 
	20	Benefit
    Street Partners CRE Finance LLC	ZCA
    Ft. Washington, LLC	600-602
    Office Center Drive	$0	$125,581	$0	$704,651	$349,538	$14,782	$0	$6,693,098	$6,472	$0
	21	Benefit
    Street Partners CRE Finance LLC	Whitehall
    Townhomes LP; Whitehall Place, L.P.	1553
    Parkline Drive	$0	$231,750	$0	$0	$40,653	$46,526	$0	$0	$17,555	$0
	22	Benefit
    Street Partners CRE Finance LLC	Tenalok,
    LLC	Various	$0	$594,294	$0	$300,000	$23,875	$42,016	$0	$0	$4,354	$0
	22.01	Benefit
    Street Partners CRE Finance LLC	 	2570-2588
    and 2590 Frayser Boulevard	 	 	 	 	 	 	 	 	 	 
	22.02	Benefit
    Street Partners CRE Finance LLC	 	3005
    East Frank Phillips Boulevard	 	 	 	 	 	 	 	 	 	 
	22.03	Benefit
    Street Partners CRE Finance LLC	 	1130-1138
    Martin Luther King Jr. Expressway	 	 	 	 	 	 	 	 	 	 
	22.04	Benefit
    Street Partners CRE Finance LLC	 	1780
    Frayser Boulevard	 	 	 	 	 	 	 	 	 	 
	23	Natixis
    Real Estate Capital LLC	100
    Berlin Land, LLC; 205 Wolf Land, LLC; 5500 Midland Land, LLC; 204 Fox Land, LLC; High Point Land, LLC; Appleton Land, LLC;
    200 STL Land, LLC	Various	$0	$1,140,575	$230,862	$0	$0	$0	$0	$2,802,940	$0	$0
	23.01	Natixis
    Real Estate Capital LLC	 	333
    West College Avenue	 	 	 	 	 	 	 	 	 	 
	23.02	Natixis
    Real Estate Capital LLC	 	200-228
    North 4th Street	 	 	 	 	 	 	 	 	 	 
	23.03	Natixis
    Real Estate Capital LLC	 	205
    Wolf Road	 	 	 	 	 	 	 	 	 	 
	23.04	Natixis
    Real Estate Capital LLC	 	100
    Berlin Road	 	 	 	 	 	 	 	 	 	 
	23.05	Natixis
    Real Estate Capital LLC	 	204
    West Fox Farm Road	 	 	 	 	 	 	 	 	 	 
	23.06	Natixis
    Real Estate Capital LLC	 	135
    South Main Street	 	 	 	 	 	 	 	 	 	 
	23.07	Natixis
    Real Estate Capital LLC	 	5500
    Midland Road	 	 	 	 	 	 	 	 	 	 
	24	Benefit
    Street Partners CRE Finance LLC	Waramaug
    Arlington II LLC 	411
    West Road to Six Flags Street	$0	$0	$0	$0	$131,166	$0	$0	$1,054,791	1/12th
    of 4% of the greater of (i) Gross Rents for the Property in the preceding calendar year or (ii) the projected Gross Rents
    for the Property for the current calendar year according to the most recently submitted Annual Budget	$0
	25	Natixis
    Real Estate Capital LLC	Hot
    Springs Host, Inc.; VIPA Hospitality, Inc.	Various	$100,000	$0	$0	$0	$8,201	$61,949	$0	$25,000	Monthly:
    1/12 of 8.0% of annual revenues on each payment date until May, 2020, inclusively. On the June, 2020 each payment date thereafter,
    1/12 of 4.25% of annual revenues.	$0
	25.01	Natixis
    Real Estate Capital LLC	 	4253
    Central Avenue	 	 	 	 	 	 	 	 	 	 
	25.02	Natixis
    Real Estate Capital LLC	 	4307
    Central Avenue	 	 	 	 	 	 	 	 	 	 
	25.03	Natixis
    Real Estate Capital LLC	 	4319
    Central Avenue	 	 	 	 	 	 	 	 	 	 
	25.04	Natixis
    Real Estate Capital LLC	 	106
    Lookout Point	 	 	 	 	 	 	 	 	 	 
	26	Column
    Financial, Inc.; SSC MBS, LLC	Vero
    North, LLC	5115
    Indian River Boulevard	$10,387	$0	$0	$0	$53,790	$8,447	$0	$1,030,000	Greater
    of (a) one-twelfth (1/12th) of four percent (4%) times the annual Rents and Profits of the Property for the applicable prior
    twelve (12) month period, or (b) the amount required by the terms of the Franchise Agreement	$0
	27	Natixis
    Real Estate Capital LLC	LY
    Investments, LLC	2414
    Beach Boulevard	$0	$22,813	$0	$0	$62,971	$20,557	$0	$200,000	4.0%
    of gross rent for the immediately preceding calendar month	$0
	28	Benefit
    Street Partners CRE Finance LLC	Aston
    Investment Associates; Parec Aston Plaza Associates	200,
    300, 500 Turner Industrial Way	$0	$0	$150,000	$0	$0	$0	$0	$0	$0	$0
	29	Natixis
    Real Estate Capital LLC	SY
    Property 3701 LLC	3701
    West Touhy Avenue	$0	$0	$0	$0	$5,625	$847	$0	$28,350	$56	$0
	30	Benefit
    Street Partners CRE Finance LLC	412
    W. Army Trail Developers Corp.	412
    West Army Trail Road	$0	$92,400	$0	$0	$0	$0	$0	$5,000	$257	$0
	31	Natixis
    Real Estate Capital LLC	SY
    Property 144 LLC	144
    US Highway 41	$0	$2,063	$0	$0	$5,666	$1,031	$0	$0	$75	$0


 



    


     


    

 


	CSAIL
    2017-CX9
	MORTGAGE
    LOAN SCHEDULE




 


	Loan
    ID #	Originator/Loan
    Seller	Mortgagor
    Name	Property
    Address	Monthly
    

TI/LC 

Reserve 	Monthly
    RE Tax Reserve 	Monthly
    Ins. Reserve 	Monthly
    Debt Service Reserve 	Monthly
    Other Reserve 	Grace
    (Late Payment)	Cash-Management
    Account or Lockbox In-place	General
    Property Type	Defeasance
    Allowed	Final
    Maturity Date
	1	Column
    Financial, Inc.	Corporate
    Properties Trust II SPE, L.L.C.	236
    Perimeter Center Parkway Northeast	Springing	Springing	Springing	$0	$0	0	Springing	Office	No	8/6/2024
	2	Column
    Financial, Inc.; Wells Fargo Bank, National Association	2001
    Sixth LLC	2001
    6th Avenue	$0	Springing	Springing	$0	Springing	0	Springing	Office	Yes	7/11/2027
	3	Column
    Financial, Inc.; Natixis Real Estate Capital LC	Two
    Independence Hana Ow, LLC	300
    E Street, Southwest	Springing	Springing	Springing	$0	$0	0	In
    Place	Office	Yes	7/6/2022
	3
    - CS	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 
	3
    - NXS	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 
	4	Natixis
    Real Estate Capital LLC; JPMorgan Chase Bank, National Association; Société Générale, Deutsche
    Bank AG, New York Branch; Barclays Bank PLC	245
    Park Avenue Property LLC	245
    Park Avenue	Monthly:
    $446,775 commencing with the payment date in May 2025 and on each payment date thereafter	$3,878,518	$113,500	$0	$0	0	Springing	Office	Yes	6/1/2027
	5	Column
    Financial, Inc.	CP
    Boulders, LLC	34631
    North Tom Darlington Drive	$0	$59,673	$18,780	$0	Springing	0	In
    Place	Hotel	Yes	9/6/2022
	6	Column
    Financial, Inc.	NA
    Glendale, LLC	100
    West Glenoaks Boulevard	$0	$108,641	$10,028	$0	$0	0	Springing	Hotel	Yes	8/6/2022
	7	Natixis
    Real Estate Capital LLC	85
    Broad Street Property Owner LLC; 85 Broad Street TRS LLC	85
    Broad Street	Springing	Springing	Springing	$0	Springing	0	Springing	Office	Yes	6/5/2027
	8	Natixis
    Real Estate Capital LLC	Giralda
    Farms RE LLC	5
    Giralda Farms	$0	Springing	$23,787	$0	Springing	0	In
    Place	Office	Yes	2/5/2027
	9	Natixis
    Real Estate Capital LLC	UST
    Prime III Hotel Owner, L.P.	151
    West Adams Street	$0	$223,974	$24,791	$0	Springing	0	In
    Place	Hotel	Yes	8/5/2022
	10	Natixis,
    New York Branch	Downtown
    Properties VII, LLC; 300 Montgomery Associates	300
    Montgomery Street	Springing	Springing	Springing	$0	$0	0	Springing	Office	No	9/5/2027
	11	Natixis
    Real Estate Capital LLC	184
    Property Owner, LLC	184
    Liberty Corner Road	$31,056	$55,238	$5,172	$0	Springing	0	In
    Place	Office	Yes	8/9/2027
	12	Natixis
    Real Estate Capital LLC	Jemal’s
    Manhattan L.L.C.	1328-1348
    Florida Avenue, Northwest	Springing	$27,192	Springing	$0	Springing	0	Springing	Mixed
    Use	Yes	8/5/2027
	13	Column
    Financial, Inc.; JPMorgan Chase Bank, National Association	West
    Town Mall, LLC	7600
    Kingston Pike	$80,469	Springing	Springing	$0	$0	0	Springing	Retail	Yes	7/1/2022
	14	Natixis,
    New York Branch	Nazareth
    Retail Holdings, LLC	1002-1016
    Riley Street	$17,422	$37,600	$3,248	$0	Springing	0	Springing	Retail	Yes	8/5/2027
	15	Natixis
    Real Estate Capital LLC	Acropolis
    Gardens Realty Corp.	2105-2177
    33rd Street and 2106-2178 35th Street	$0	$147,974	$31,821	$0	Springing	0	NAP	Multifamily	Yes	5/5/2027
	16	Natixis
    Real Estate Capital LLC	ARG
    BE23PROP01, LLC	Various	$0	Springing	Springing	$0	Springing	0	Springing	Retail	Yes	9/5/2037
	16.01	Natixis
    Real Estate Capital LLC	 	504
    Pike Street	 	 	 	 	 	 	 	Retail	 	 
	16.02	Natixis
    Real Estate Capital LLC	 	1997
    Sunset Boulevard	 	 	 	 	 	 	 	Retail	 	 
	16.03	Natixis
    Real Estate Capital LLC	 	3260
    Village Drive	 	 	 	 	 	 	 	Retail	 	 
	16.04	Natixis
    Real Estate Capital LLC	 	220
    Byers Road	 	 	 	 	 	 	 	Retail	 	 
	16.05	Natixis
    Real Estate Capital LLC	 	1224
    Carter Avenue	 	 	 	 	 	 	 	Retail	 	 
	16.06	Natixis
    Real Estate Capital LLC	 	99
    Stubbs Mill Road	 	 	 	 	 	 	 	Retail	 	 
	16.07	Natixis
    Real Estate Capital LLC	 	9361
    Street Route 14	 	 	 	 	 	 	 	Retail	 	 
	16.08	Natixis
    Real Estate Capital LLC	 	900
    American Road	 	 	 	 	 	 	 	Retail	 	 
	16.09	Natixis
    Real Estate Capital LLC	 	1850
    East Dorothy Lane	 	 	 	 	 	 	 	Retail	 	 
	16.10	Natixis
    Real Estate Capital LLC	 	20465
    Eureka Road	 	 	 	 	 	 	 	Retail	 	 
	16.11	Natixis
    Real Estate Capital LLC	 	3233
    Whitehall Pike	 	 	 	 	 	 	 	Retail	 	 
	16.12	Natixis
    Real Estate Capital LLC	 	80
    S Whitewoman Street	 	 	 	 	 	 	 	Retail	 	 
	16.13	Natixis
    Real Estate Capital LLC	 	18492
    Coastal Highway	 	 	 	 	 	 	 	Retail	 	 
	16.14	Natixis
    Real Estate Capital LLC	 	30750
    Gratiot Avenue	 	 	 	 	 	 	 	Retail	 	 
	16.15	Natixis
    Real Estate Capital LLC	 	1517
    North Sandusky Avenue	 	 	 	 	 	 	 	Retail	 	 
	16.16	Natixis
    Real Estate Capital LLC	 	503
    Griswold Road	 	 	 	 	 	 	 	Retail	 	 
	16.17	Natixis
    Real Estate Capital LLC	 	4900
    Beaver Run	 	 	 	 	 	 	 	Retail	 	 
	16.18	Natixis
    Real Estate Capital LLC	 	681
    West Main Street	 	 	 	 	 	 	 	Retail	 	 
	16.19	Natixis
    Real Estate Capital LLC	 	1631
    Pilgrim Lane  	 	 	 	 	 	 	 	Retail	 	 
	16.2	Natixis
    Real Estate Capital LLC	 	140
    Park Drive	 	 	 	 	 	 	 	Retail	 	 
	16.21	Natixis
    Real Estate Capital LLC	 	3961
    Hinkleville Road	 	 	 	 	 	 	 	Retail	 	 
	16.22	Natixis
    Real Estate Capital LLC	 	309
    West Plaza Drive	 	 	 	 	 	 	 	Retail	 	 
	16.23	Natixis
    Real Estate Capital LLC	 	3830
    Tuller Road	 	 	 	 	 	 	 	Retail	 	 
	17	Column
    Financial, Inc.	Newage
    Garden Grove, LLC	12221
    Harbor Boulevard	$0	$36,628	$5,294	$0	$25,000	0	Springing	Hotel	Yes	6/6/2022
	18	Benefit
    Street Partners CRE Finance LLC	NCSC
    Gastonia Owner LLC; NCSC Charlotte Owner LLC; NCSC Goldsboro Owner LLC; NCSC Wilmington Owner LLC; NCSC Myrtle Beach Owner
    LLC	Various	$0	$30,865	$10,631	$0	Springing	0	Springing	Hotel	Yes	7/6/2024
	18.01	Benefit
    Street Partners CRE Finance LLC	 	160
    Van Campen Boulevard	 	 	 	 	 	 	 	Hotel	 	 
	18.02	Benefit
    Street Partners CRE Finance LLC	 	9230
    Harris Corners Parkway	 	 	 	 	 	 	 	Hotel	 	 
	18.03	Benefit
    Street Partners CRE Finance LLC	 	1003
    Sunburst Drive	 	 	 	 	 	 	 	Hotel	 	 
	18.04	Benefit
    Street Partners CRE Finance LLC	 	1874
    Remount Road	 	 	 	 	 	 	 	Hotel	 	 
	18.05	Benefit
    Street Partners CRE Finance LLC	 	10231
    North Kings Highway	 	 	 	 	 	 	 	Hotel	 	 
	19	Benefit
    Street Partners CRE Finance LLC	Keystone
    200 Leasehold Owner, LLC; Keystone 300 Leasehold Owner, LLC	Various	$35,820	$39,959	$1,999	$0	$54,583	0	In
    Place	Office	Yes	3/6/2027
	19.01	Benefit
    Street Partners CRE Finance LLC	 	430
    Davis Drive	 	 	 	 	 	 	 	Office	 	 
	19.02	Benefit
    Street Partners CRE Finance LLC	 	530
    Davis Drive	 	 	 	 	 	 	 	Office	 	 
	20	Benefit
    Street Partners CRE Finance LLC	ZCA
    Ft. Washington, LLC	600-602
    Office Center Drive	$32,360	$69,908	$7,391	$0	Springing	0	Springing	Office	Yes	3/6/2027
	21	Benefit
    Street Partners CRE Finance LLC	Whitehall
    Townhomes LP; Whitehall Place, L.P.	1553
    Parkline Drive	$0	$20,327	$11,632	$0	$0	0	Springing	Multifamily	Yes	9/6/2027
	22	Benefit
    Street Partners CRE Finance LLC	Tenalok,
    LLC	Various	$16,648	$23,875	$8,403	$0	Springing	0	Springing	Retail	Yes	2/6/2027
	22.01	Benefit
    Street Partners CRE Finance LLC	 	2570-2588
    and 2590 Frayser Boulevard	 	 	 	 	 	 	 	Retail	 	 
	22.02	Benefit
    Street Partners CRE Finance LLC	 	3005
    East Frank Phillips Boulevard	 	 	 	 	 	 	 	Retail	 	 
	22.03	Benefit
    Street Partners CRE Finance LLC	 	1130-1138
    Martin Luther King Jr. Expressway	 	 	 	 	 	 	 	Retail	 	 
	22.04	Benefit
    Street Partners CRE Finance LLC	 	1780
    Frayser Boulevard	 	 	 	 	 	 	 	Retail	 	 
	23	Natixis
    Real Estate Capital LLC	100
    Berlin Land, LLC; 205 Wolf Land, LLC; 5500 Midland Land, LLC; 204 Fox Land, LLC; High Point Land, LLC; Appleton Land, LLC;
    200 STL Land, LLC	Various	$0	Springing	Springing	$0	Springing	0	In
    Place	Other	Yes	8/5/2027
	23.01	Natixis
    Real Estate Capital LLC	 	333
    West College Avenue	 	 	 	 	 	 	 	Other	 	 
	23.02	Natixis
    Real Estate Capital LLC	 	200-228
    North 4th Street	 	 	 	 	 	 	 	Other	 	 
	23.03	Natixis
    Real Estate Capital LLC	 	205
    Wolf Road	 	 	 	 	 	 	 	Other	 	 
	23.04	Natixis
    Real Estate Capital LLC	 	100
    Berlin Road	 	 	 	 	 	 	 	Other	 	 
	23.05	Natixis
    Real Estate Capital LLC	 	204
    West Fox Farm Road	 	 	 	 	 	 	 	Other	 	 
	23.06	Natixis
    Real Estate Capital LLC	 	135
    South Main Street	 	 	 	 	 	 	 	Other	 	 
	23.07	Natixis
    Real Estate Capital LLC	 	5500
    Midland Road	 	 	 	 	 	 	 	Other	 	 
	24	Benefit
    Street Partners CRE Finance LLC	Waramaug
    Arlington II LLC 	411
    West Road to Six Flags Street	$0	$14,574	Springing	$0	Springing	0	Springing	Hotel	Yes	9/6/2027
	25	Natixis
    Real Estate Capital LLC	Hot
    Springs Host, Inc.; VIPA Hospitality, Inc.	Various	$0	$8,201	$6,195	$0	Springing	0	Springing	Hotel	Yes	4/5/2027
	25.01	Natixis
    Real Estate Capital LLC	 	4253
    Central Avenue	 	 	 	 	 	 	 	Hotel	 	 
	25.02	Natixis
    Real Estate Capital LLC	 	4307
    Central Avenue	 	 	 	 	 	 	 	Hotel	 	 
	25.03	Natixis
    Real Estate Capital LLC	 	4319
    Central Avenue	 	 	 	 	 	 	 	Hotel	 	 
	25.04	Natixis
    Real Estate Capital LLC	 	106
    Lookout Point	 	 	 	 	 	 	 	Hotel	 	 
	26	Column
    Financial, Inc.; SSC MBS, LLC	Vero
    North, LLC	5115
    Indian River Boulevard	$0	$4,890	$4,224	$0	Springing	0	Springing	Hotel	Yes	9/6/2027
	27	Natixis
    Real Estate Capital LLC	LY
    Investments, LLC	2414
    Beach Boulevard	$0	$6,997	$10,278	$0	Springing	0	Springing	Hotel	Yes	9/5/2027
	28	Benefit
    Street Partners CRE Finance LLC	Aston
    Investment Associates; Parec Aston Plaza Associates	200,
    300, 500 Turner Industrial Way	$0	Springing	Springing	$0	$0	0	Springing	Industrial
    	Yes	9/6/2027
	29	Natixis
    Real Estate Capital LLC	SY
    Property 3701 LLC	3701
    West Touhy Avenue	$0	$5,625	$424	$0	Springing	0	Springing	Retail	Yes	9/5/2027
	30	Benefit
    Street Partners CRE Finance LLC	412
    W. Army Trail Developers Corp.	412
    West Army Trail Road	$601	Springing	Springing	$0	$0	0	Springing	Retail	Yes	10/6/2026
	31	Natixis
    Real Estate Capital LLC	SY
    Property 144 LLC	144
    US Highway 41	$0	$1,416	$516	$0	Springing	0	Springing	Retail	Yes	9/5/2027


 



    


     


    

 


EXHIBIT
C


 


FORM
OF INVESTMENT REPRESENTATION LETTER


 





Wells
Fargo Bank, National Association

as Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Certificate Transfer Services (CMBS) – CSAIL 2017-CX9


 


Credit
Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


		Re:	Transfer
                                         of CSAIL 2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
                                         Series 2017-CX9



 


Ladies
and Gentlemen:


 





This
letter is delivered pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of September 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National
Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Rialto Capital
Advisors, LLC, as Special Servicer, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and as Operating Advisor,
on behalf of the holders of CSAIL 2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2017-CX9
(the “Certificates”) in connection with the transfer by _________________ (the “Seller”)
to the undersigned (the “Purchaser”) of $_______________ aggregate Certificate Balance of Class ___ Certificates
(the “Certificate”). Capitalized terms used and not otherwise defined herein shall have the respective meanings
ascribed to such terms in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.       Check
one of the following:*


 


		☐	The
                                         Purchaser is not purchasing a Class R Certificate and the Purchaser is an institution
                                         that is an “accredited investor” (an “Institutional Accredited Investor”)
                                         within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
                                         Act of 1933, as amended (the “Securities Act”) or any entity in which



 








 




 


*
Purchaser must include one of the following two certifications.


 






     Exhibit C-1


     

    

 


			all
of the equity owners come within such paragraphs and has such knowledge and experience in financial and business matters as to
be capable of evaluating the merits and risks of its investment in the Certificates, and the Purchaser and any accounts for which
it is acting are each able to bear the economic risk of the Purchaser’s or such account’s investment. The Purchaser
is acquiring the Certificates purchased by it for its own account or for one or more accounts, each of which is an Institutional
Accredited Investor, as to each of which the Purchaser exercises sole investment discretion. The Purchaser hereby undertakes to
reimburse the Trust Fund for any costs incurred by it in connection with this transfer.





 


		☐	The
                                         Purchaser is a “qualified institutional buyer” (a “QIB”)
                                         within the meaning of Rule 144A (“Rule 144A”) under the Securities
                                         Act. The Purchaser is aware that the transfer is being made in reliance on Rule 144A,
                                         and the Purchaser has had the opportunity to obtain the information required to be provided
                                         pursuant to paragraph (d)(4)(i) of Rule 144A.



 


2.       The
Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for
reoffer, resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the view to,
or for resale in connection with, any distribution thereof, or (ii) (other than with respect to any Class R Certificate) to Institutional
Accredited Investors, subject in the case of clause (ii) above to (w) the receipt by the Certificate Registrar of a letter substantially
in the form hereof, (x) the receipt by the Certificate Registrar of an opinion of counsel acceptable to the Trustee and Certificate
Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act, (y) the receipt by the Certificate
Registrar of such other evidence acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance
with the Securities Act and other applicable laws and (z) a written undertaking to reimburse the Trust Fund for any costs incurred
by it in connection with the proposed transfer. The Purchaser understands that the Certificate (and any subsequent Certificate)
has not been registered under the Securities Act, by reason of a specified exemption from the registration provisions of the Securities
Act which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent (or intent to reoffer,
resell, pledge or transfer the Certificate only to certain investors in certain exempted transactions) as expressed herein.


 


3.       The
Purchaser has reviewed the Preliminary Prospectus and the Prospectus relating to the Offered Certificates (collectively, the “Prospectus”)
(and, with respect to Offered Private Certificates, the Preliminary Offering Circular and the Final Offering Circular related
to such Offered Private Certificates) and 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 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Corporate Transfer Services (CMBS) – CSAIL 2017-CX9


 


		Re:	CSAIL
2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2017-CX9 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of
September 1, 2017, by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association,
as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Rialto Capital Advisors,
LLC, as Special Servicer, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and as Operating Advisor



 





	STATE
OF	)

              )          ss.:
	COUNTY OF	)


 


I,
[______], under penalties of perjury, declare that, to the best of my knowledge and belief, the following representations are
true, correct and complete, and being first sworn, depose and say that:


 


1.       I
am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


 


2.       The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”) designated as the (i) “Lower-Tier REMIC” and (ii) “Upper-Tier
REMIC”, respectively, relating to the Certificates for which an election is to be made under Section 860D of the Internal
Revenue Code of 1986 (the “Code”).


 


3.       The
Purchaser is not a Disqualified Organization (as defined below), and that the Purchaser is not acquiring the Class R Certificates
for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record or beneficial ownership
thereof, to a Disqualified Organization. For the purposes hereof, a “Disqualified Organization” is any of the
following: (i) the United States, any State or political subdivision thereof, any 


 






     Exhibit D-1-1


     

    

 


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 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Certificate Transfer Services (CMBS) – CSAIL 2017-CX9


 


		Re:	CSAIL
                                         2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX9 (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 September 1, 2017 (the “Pooling and Servicing Agreement”), by and among Credit Suisse
Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, Rialto Capital Advisors, LLC, as Special Servicer, and Pentalpha Surveillance
LLC, as Asset Representations Reviewer and as Operating Advisor. All capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Certificate Registrar, that:


 


(1)       No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)       The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit and Agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained
therein is false.


 


(3)       The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee
as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined
that the Transferee has historically paid its debts as they became due and has found no significant evidence to indicate that
the Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that the transfer
of the Residual Certificates may not be


 






     Exhibit D-2-1


     

    

 


respected
for United States income tax purposes (and the Transferor may continue to be liable for United States income taxes associated
therewith) unless the Transferor has conducted such an investigation.


 





	 	Very truly yours,
	 	 
	 	(Transferor)
	 	 
	 	By:  	 
	 	Name:
	 	Title:


 






     Exhibit D-2-2


     

    

 


EXHIBIT
D-3


 


Form
of Transferee CERTIFICATE FOR TRANSFERS 

OF The VRR Interest


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


Wells
Fargo Center 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Certificate Transfer Services – CSAIL 2017-CX9


 


Credit
Suisse Commercial Mortgage Securities Corp. 


11
Madison Avenue 


New
York, New York 10010 


Attention:
Chuck Lee 


 


		Re:	CSAIL
2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2017-CX9 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of
September 1, 2017, by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association,
as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Rialto Capital Advisors,
LLC, as Special Servicer, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and as Operating Advisor



 


[_____]
(the “Purchaser”) hereby certifies, represents and warrants to you, as Certificate Registrar and as “retaining
sponsor” as such term is defined in The Credit Risk Retention Rules, that:


 


		1.	The
                                         Purchaser is acquiring $[_____] Certificate Balance of the Class [__] Certificates evidencing
                                         the VRR Interest from [_____] (the “Transferor”).



 


		2.	The Purchaser is aware that the Certificate Registrar will not register any transfer of a Certificate evidencing the VRR Interest by the Transferor unless the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, a certificate in substantially the same form as this certificate. The Purchaser expressly agrees that it will not consummate any such transfer if it knows or believes that any representation contained in such certificate is false. 



 






     Exhibit D-3-1


     

    

 


		3.	Any
                                         transfer of a Certificate evidencing the VRR Interest to (i) a Plan subject to ERISA
                                         or Section 4975 of the Code relying on Prohibited Transaction Exemption 89-90 or (ii)
                                         an insurance company general account relying on Sections I and III of PTCE 95-60 will
                                         be effected through Credit Suisse Securities (USA) LLC or Natixis Securities Americas
                                         LLC.



 


		4.	Check
                                         one of the following:



 


☐          The
Purchaser certifies, represents and warrants to you, as Certificate Registrar, that the transfer will occur during the Transfer
Restriction Period and that:


 


		A.	The
                                         Purchaser is a “majority-owned affiliate”, as such term is defined in the
                                         Credit Risk Retention Rules, of the Transferor (a “Majority-owned Affiliate”).



 


		B.	The
                                         Purchaser is not acquiring the Certificate evidencing the VRR Interest as a nominee,
                                         trustee or agent for any person that is not a Majority-owned Affiliate, and that for
                                         so long as it retains its interest in the VRR Interest, it will remain a Majority-owned
                                         Affiliate.



 


		C.	The
                                         Purchaser will be bound by the Credit Risk Retention Agreement, by and between Natixis
                                         Real Estate Capital LLC, Column Financial, Inc., Benefit Street Partners CRE Finance
                                         LLC and Credit Suisse Commercial Mortgage Securities Corp., dated and effective as of
                                         September 19, 2017 (the “Credit Risk Retention Agreement”) as if it
                                         were party to such agreement.



 


		D.	The
                                         Purchaser hereby makes each representation set forth in Section 2 of the Credit Risk
                                         Retention Agreement.



 


		E.	The
                                         Purchaser consents to any additional restrictions or arrangements that shall be deemed
                                         necessary upon advice of counsel to constitute a reasonable arrangement to ensure that
                                         its ownership of the VRR Interest will satisfy the risk retention requirements of the
                                         Transferor, in its capacity as [sponsor][originator] under The Credit Risk Retention
                                         Rules.



 


☐          The
Purchaser certifies, represents and warrants to you, as Certificate Registrar, that the transfer will occur after the termination
of the Transfer Restriction Period.


 


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:


 






     Exhibit D-3-2


     

    




 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written: 


 




	Credit Suisse Commercial Mortgage
    Securities Corp.	 
	 	 	 
	By: 	 	 	 
	 	Name:	 
	 	Title:	 


  


[Medallion
Stamp Guarantee]


 






     Exhibit D-3-3


     

    

 


EXHIBIT
D-4


 


FORM
OF TRANSFEROR CERTIFICATE FOR TRANSFERS 

OF VRR Interest


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


Wells
Fargo Center 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Certificate Transfer Services (CMBS) – CSAIL 2017-CX9


 


Credit
Suisse Commercial Mortgage Securities Corp.


11
Madison Avenue 


New
York, New York 10010 


Attention:
Chuck Lee 


 


		Re:	CSAIL
                                                                                                                                                2017-CX9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CX9 (the
                                                                                                                                                “Certificates”)



 


Ladies
and Gentlemen:


 





This
is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”)
of $[_____] Certificate Balance of the Class [__] Certificates evidencing the VRR Interest. The Certificates were issued pursuant
to the Pooling and Servicing Agreement, dated as of September 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Rialto Capital Advisors, LLC, as Special
Servicer, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and as Operating Advisor. All capitalized terms used
but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor
hereby certifies, represents and warrants to you that:


 


		1.	The
                                         transfer is in compliance with Sections 5.01, 5.02 and 5.03 of the Pooling and Servicing
                                         Agreement.



 


		2.	Any
                                         transfer of a Certificate evidencing the VRR Interest to (i) a Plan subject to ERISA
                                         or Section 4975 of the Code relying on Prohibited Transaction Exemption 89-90 or (ii)
                                         an insurance company general account relying on Sections I and III of PTCE 95-60 will
                                         be effected through Credit Suisse Securities (USA) LLC or Natixis Securities Americas
                                         LLC.



 






     Exhibit D-4-1


     

    

 





		3.	Check
                                         one of the following:



 


		☐	The
                                         Transferor certifies, represents and warrants to you that the transfer will occur during
                                         the Transfer Restriction Period and that:



 


		A.	The
                                         transfer is in compliance with the Credit Risk Retention Agreement, by and between Natixis
                                         Real Estate Capital LLC, Column Financial, Inc., Benefit Street Partners CRE Finance
                                         LLC and Credit Suisse Commercial Mortgage Securities Corp., dated and effective as of
                                         September 19, 2017 (the “Credit Risk Retention Agreement”).



 


		B.	The
                                         Transferee is a “majority-owned affiliate”, as such term is defined in the
                                         Credit Risk Retention Rules, of the Transferor.



 


		C.	The
                                         Transferee has complied in all material respects with all of the covenants in the Credit
                                         Risk Retention Agreement during the period from the date of the Credit Risk Retention
                                         Agreement through and including the date of this transfer.



 


		D.	All
                                         of the representations and warranties made by the Transferor in the Credit Risk Retention
                                         Agreement are true and correct as of the date of the transfer.



 


		E.	[All
                                         of the requirements set forth in Section 3 of the Credit Risk Retention Agreement have
                                         been complied with through and including the date of the transfer.]



 


		☐	The
                                         Transferor certifies, represents and warrants to you that the transfer will occur after
                                         the termination of the Transfer Restriction Period.



 


		4.	The
                                         Transferor understands that the Transferee has delivered to you a Transferee Certificate
                                         in the form attached to the Pooling and Servicing Agreement as Exhibit D-3. The
                                         Transferor does not know or believe that any representation contained therein is false.



 


IN
WITNESS WHEREOF, the Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this [__] day of [____], 20[__].


 





	 	[TRANSFEROR]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 






     Exhibit D-4-2


     

    

  



The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written: 






	Credit Suisse Commercial Mortgage
    Securities Corp.	 
	 	 	 
	By: 	 	 	 
	 	Name:	 
	 	Title:	 


 


[Medallion
Stamp Guarantee]


 






     Exhibit D-4-3


     

    

 


EXHIBIT
D-5


 


Form
of Transferee CERTIFICATE FOR TRANSFERS 

OF The HRR Certificates


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


Wells
Fargo Center 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Certificate Transfer Services – CSAIL 2017-CX9


 


Natixis
Real Estate Capital LLC 


as
Retaining Sponsor 


1251
Avenue of the Americas 


New
York, New York 10020 


Attention:
Real Estate Administration 


Email:
USCIBSAFAssetManagementTeam@us.natixis.com


 


with
a copy to:


 


Natixis
Real Estate Capital LLC 


1251
Avenue of the Americas 


New
York, New York 10020 


Attention:
Margaret Lam 


Email:
legal.notices@us.natixis.com


 


Credit
Suisse Commercial Mortgage Securities Corp. 


11
Madison Avenue 


New
York, New York 10010 


Attention:
Chuck Lee


 


		Re:	CSAIL
2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2017-CX9 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of
September 1, 2017, by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association,
as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Rialto Capital Advisors,
LLC, as Special Servicer, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and as Operating Advisor



 






     Exhibit D-5-1


     

    

 


[_____]
(the “Purchaser”) hereby certifies, represents and warrants to each of the addressees hereto:


 


		1.	The
                                         Purchaser is acquiring (the “Transfer”) $[_____] aggregate Certificate
                                         Balance of the Class [F][NR] Certificates from [_____] (the “Transferor”).



 


		2.	The
                                         Purchaser is aware that the Certificate Registrar will not register any transfer of any
                                         portion of the HRR Certificates by the Transferor unless the Purchaser, or such Purchaser’s
                                         agent, delivers to the Certificate Registrar, among other things, a certificate in substantially
                                         the same form as this certificate. The Purchaser expressly agrees that it will not consummate
                                         any such transfer if it knows or believes that any representation contained in such certificate
                                         is false.



 


		3.	The
                                         Transfer is in compliance with any applicable credit risk retention agreement in effect
                                         between the Retaining Sponsor and the Transferor (the “Risk Retention Agreement”).



 


		4.	If
                                         the Purchaser is an insurance company general account relying on PTCE 95-60 to cover
                                         its acquisition of the HRR Certificates, (a) all of the conditions of Parts I and III
                                         of PTCE 95-60 will be satisfied with respect to the acquisition of the HRR Certificates
                                         and (b) the acquisition of the HRR Certificates will be effected through Credit Suisse
                                         Securities (USA) LLC, Natixis Securities Americas LLC and/or an Affiliate of either entity.



 


		5.	Check
                                         one of the following:



 


☐           The
Purchaser certifies, represents and warrants to each of the addressees hereto that:


 


		A.	It
                                         is a “majority-owned affiliate”, as such term is defined in the Credit Risk
                                         Retention Rules, of the Transferor (a “Majority-owned Affiliate”).



 


		B.	It
                                         is not acquiring the HRR Certificates as a nominee, trustee or agent for any person that
                                         is not a Majority-owned Affiliate, and that for so long as it retains its interest in
                                         the HRR Certificates, it will remain a Majority-owned Affiliate.



 


		C.	It
                                         will deliver a joinder agreement substantially in the form attached to the Risk Retention
                                         Agreement pursuant to which it has agreed to be bound by the terms of the Risk Retention
                                         Agreement to the same extent as if it was the Transferor itself.



 


☐            The
Transfer will occur on and after the fifth anniversary of the Closing Date, and the Purchaser certifies, represents and warrants
to each of the addressees hereto that:


 






     Exhibit D-5-2


     

    

 





		A.	It
                                         will execute and deliver to the Retaining Sponsor a new credit risk retention agreement
                                         in accordance with the Risk Retention Agreement.



 


		B.	If
                                         required by the Retaining Sponsor, an affiliate of the Purchaser will execute and deliver
                                         a guaranty, if required under the Risk Retention Agreement.



 


		C.	It
                                         will comply with any additional requirements and satisfy any additional conditions set
                                         forth under the Risk Retention Agreement applicable to the Transfer and the Purchaser
                                         as a subsequent Third Party Purchaser.



 


☐            The Transfer will occur after the termination of the Transfer
Restriction Period.



 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__. 





	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


CONSENT
TO TRANSFER:


 


RETAINING
SPONSOR  





	 	 
	By: 
	Name:
	Title:
	Email:


 






     Exhibit D-5-3


     

    

 


EXHIBIT
D-6


 


FORM
OF TRANSFEROR CERTIFICATE FOR TRANSFERS 

OF HRR CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


Wells
Fargo Center 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Certificate Transfer Services – CSAIL 2017-CX9


 


Natixis
Real Estate Capital LLC 


as
Retaining Sponsor 


1251
Avenue of the Americas 


New
York, New York 10020 


Attention:
Real Estate Administration 


Email:
USCIBSAFAssetManagementTeam@us.natixis.com


 


with
a copy to:


 


Natixis
Real Estate Capital LLC 


1251
Avenue of the Americas 


New
York, New York 10020 


Attention:
Margaret Lam 


Email:
legal.notices@us.natixis.com


 


Credit
Suisse Commercial Mortgage Securities Corp. 


11
Madison Avenue 


New
York, New York 10010 


Attention:
Chuck Lee



 


		Re:	CSAIL
2017-CX9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CX9 (the “Certificates”)




 


Ladies
and Gentlemen:


 





This
is delivered to you in connection with the transfer (the “Transfer”) by [______] (the “Transferor”)
to [______] (the “Transferee”) of [$[_____] aggregate Certificate Balance of the Class [F][NR] Certificates].
The Certificates were issued pursuant to the Pooling and Servicing Agreement, dated as of September 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor,


 






     Exhibit D-6-1


     

    

 


KeyBank National
Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Rialto Capital
Advisors, LLC, as Special Servicer, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and as Operating Advisor.
All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferor hereby certifies, represents and warrants to you that:


 


		1.	The
                                         Transfer is in compliance with any applicable credit risk retention agreement in effect
                                         between the Retaining Sponsor and the Transferor (the “Risk Retention Agreement”)
                                         and the Pooling and Servicing Agreement.



 


		2.	If
                                         the Transferee is an insurance company general account relying on PTCE 95-60 to cover
                                         its acquisition of the HRR Certificates, to the Transferor’s knowledge (a) all
                                         of the conditions of Parts I and III of PTCE 95-60 will be satisfied with respect to
                                         the acquisition of the HRR Certificates and (b) the acquisition of the HRR Certificates
                                         will be effected through either Credit Suisse Securities (USA) LLC, Natixis Securities
                                         Americas LLC and/or an Affiliate of either entity.






 


		3.	Check
                                         one of the following:



 


☐          The
Transferor certifies, represents and warrants to you that:


 


		A.	The
                                         Transferee is a “majority-owned affiliate”, as such term is defined in the
                                         Credit Risk Retention Rules, of the Transferor (a “Majority-owned Affiliate”).



 


		B.	The
                                         Transferor has satisfied all of the conditions under the Risk Retention Agreement applicable
                                         to transfers by the Transferor to a Majority-owned Affiliate.



 


☐            The Transfer will occur on and after
the fifth anniversary of the Closing Date, and the Transferor certifies, represents and warrants to you that:


 


		A.	The
                                         Transferor has satisfied all of the conditions under the Risk Retention Agreement applicable
                                         to transfers by the Transferor to subsequent Third Party Purchasers.



 


☐            The Transfer will occur after the termination
of the Transfer Restriction Period.


 


		4.	The
                                         Transferor certifies, represents and warrants to you that the Transferor has provided
                                         notice of the Transfer to the Retaining Sponsor and [check one of the following]:



 


☐          The Retaining Sponsor has consented to the Transfer, a
copy of which is attached hereto.


 


☐          At least ten (10) Business Days have passed since the
Retaining Sponsor’s receipt of such written notice, and the Sponsor has not responded to the Transferor.


 






     Exhibit D-6-2


     

    




 


		5.	The
                                         Transferor understands that the Transferee has delivered to you a Transferee Certificate
                                         in the form attached to the Pooling and Servicing Agreement as Exhibit D-5. The
                                         Transferor does not know or believe that any representation contained therein is false.



 


IN
WITNESS WHEREOF, the Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__.



	 	 	 
	 	[TRANSFEROR]
     
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


CONSENT
TO TRANSFER:


 


RETAINING
SPONSOR  





	 	 
	By: 
	Name:
	Title:
	Email:


 






     Exhibit D-6-3


     

    

 


EXHIBIT
D-7


 


FORM
OF REQUEST OF RETAINING SPONSOR CONSENT FOR RELEASE OF THE HRR CERTIFICATES


 


[Date]


TO
BE SENT BY ELECTRONIC MAIL TO THE CERTIFICATE ADMINISTRATOR BY THIRD PARTY PURCHASER 


Wells
Fargo Bank, National Association 


9062
Old Annapolis Road 


Columbia,
Maryland 21045 


Attention:
Risk Retention Custody – CSAIL 2017-CX9 


Email:
RiskRetentionCustody@wellsfargo.com


 


TO
BE SENT BY ELECTRONIC MAIL TO THE RETAINING SPONSOR BY TPP


 


Natixis
Real Estate Capital LLC 


as
Retaining Sponsor 


1251
Avenue of the Americas 


New
York, New York 10020 


Attention:
Real Estate Administration 


Email:
USCIBSAFAssetManagementTeam@us.natixis.com


 


Credit
Suisse Commercial Mortgage Securities Corp. 


11
Madison Avenue 


New
York, New York 10010 


Attention:
Chuck Lee 


 


CSAIL
Mortgage Securities Trust 2017-CX9, Commercial Mortgage Pass-Through Certificates, Series 2017-CX9 (the “Certificates”)


 


Ladies
and Gentlemen:


 


This
is delivered to you in connection with the release (the “Release”) of $[_____] aggregate Certificate Balance
of the Class [F][NR] Certificates from the Third Party Purchaser Safekeeping Account.


 





The
Certificates were issued pursuant to the Pooling and Servicing Agreement, dated as of September 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National
Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Rialto Capital
Advisors, LLC, as Special Servicer, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and as Operating Advisor.
All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement.


 






     Exhibit D-7-1


     

    

 


The
Third Party Purchaser hereby requests your written consent to the Release.


 






     Exhibit D-7-2


     

    

 


		 	 
	 	Sincerely,
	 	 
	 	[THIRD
    PARTY PURCHASER]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


CONSENT
TO RELEASE:


 


RETAINING
SPONSOR





	 	 
	By: 
	Name:
	Title:
	Email:


 






     Exhibit D-7-3


     

    

 


EXHIBIT
E


 


FORM
OF REQUEST FOR RELEASE

(for Custodian)


 





	Loan
    Information
	 
	 	Name of Mortgagor:	 

        

	 	 	 
	 	[Master Servicer]	 
	 	[Special Servicer]

    Loan No.:	 

        

	 	 	 
	Custodian
	 	Name:	Wells Fargo Bank, National
    Association
	 	 	 
	 	Address:	1055 10th Ave
SE 

Minneapolis, Minnesota 55414 

Attention: Document Custody Group CSAIL 2017-CX9 Commercial
Mortgage Trust
	 	 	 
	 	Custodian/Trustee
    

    Mortgage File No.:	 

        

	 
	Depositor
	 
	 	Name:	Credit Suisse Commercial
    Mortgage Securities Corp.
	 	 	 
	 	Address:	11
                                         Madison Avenue

	 	 	New
    York, New York 10010
	 	 	 
	 	Certificates:	CSAIL 2017-CX9 Commercial
    Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2017-CX9


 





The
undersigned [Master Servicer] [Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian
(the “Custodian”) on behalf of Wells Fargo Bank, National Association, as Trustee (the “Trustee”),
for the Holders of CSAIL 2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2017-CX9, 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 September 1, 2017, by and among
Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, Rialto Capital Advisors, LLC, as Special Servicer, and
Pentalpha Surveillance LLC, as Asset Representations Reviewer and as Operating Advisor (the “Pooling and Servicing Agreement”).


 






     Exhibit E-1


     

    

 





		( )	 	
	 	 		 
		( )		
	 			
		( )	 	 
	 	 	 	 
	 	( )	 	 


 


The
undersigned [Master Servicer] [Special Servicer] hereby acknowledges and agrees as follows:


 


(1)
The [Master Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee,
solely for the purposes provided in the Pooling and Servicing Agreement.


 


(2)       The
[Master Servicer] [Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims,
liens, security interests, charges, writs of attachment or other impositions nor shall the [Master Servicer] [Special Servicer]
assert or seek to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise
provided in the Pooling and Servicing Agreement.


 


(3)       The
[Master Servicer] [Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless
the Mortgage Loans have been liquidated or the Mortgage Loans have been paid in full and the proceeds thereof have been remitted
to the Collection Account except as expressly provided in the Pooling and Servicing Agreement.


 


(4)       The
Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [Master Servicer]
[Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [Master Servicer] [Special Servicer]
shall keep the Documents separate and distinct from all other property in the [Master Servicer’s] [Special Servicer’s]
possession, custody or control. 





	 	 	 	 	 
	 	 	 	[____________]
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	Name:
	 	 	 	 	Title:
	Date:   	 	 	 	 


 






     Exhibit E-2


     

    

 


EXHIBIT
F-1


 


FORM
OF ERISA REPRESENTATION

LETTER REGARDING ERISA RESTRICTED CERTIFICATES


 





Wells
Fargo Bank, National Association,

as Certificate Administrator 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Certificate Transfer Services – CSAIL 2017-CX9


 


Credit
Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee





 


		Re:	Transfer
                                         of CSAIL 2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
                                         Series 2017-CX9



 


Ladies
and Gentlemen:


 





The
undersigned (the “Purchaser”) proposes to purchase US$[___] aggregate Certificate Balance in the CSAIL 2017-CX9
Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2017-CX9, Class [X-E][E][F][NR][V1-E][V1-F][V2-A]
Certificates issued pursuant to that certain Pooling and Servicing Agreement dated as of September 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National
Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Rialto Capital
Advisors, LLC, as Special Servicer, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and as Operating Advisor.
Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and
Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you as follows:


 


1.       The
Purchaser is not and will not become (a) an employee benefit plan subject to the fiduciary responsibility provisions of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code
of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA), a church plan
(as defined in Section 3(33) of ERISA) for which no election has been made under Section 410(d) of the Code, or any other plan
subject to any federal, state or local law (“Similar Law”) which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (each a “Plan”) or (b) a person acting on behalf of or using the assets of
any such Plan (including an entity whose underlying assets include Plan assets by reason of investment in the entity by such a


 






     Exhibit F-1-1


     

    

 


Plan
or Plans and the application of Department of Labor Regulation § 2510.3-101, as modified by
Section 3(42) of ERISA), other than an insurance company using the assets of its “insurance company general account”
(as such term is defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60) under circumstances
whereby the purchase and holding of Certificates by such insurance company would be exempt from the prohibited transaction provisions
of ERISA and the Code under Sections I and III of PTCE 95-60 (or a Plan subject to Similar Law purchasing under circumstances
that would not constitute or result in a non-exempt violation of applicable Similar Law).


 


2.       The
Purchaser understands that if the Purchaser is a Person referred to in 1(a) or (b) above, such Purchaser is required to provide
to the Trustee and Certificate Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee and Certificate
Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser or transferee
will not constitute or result in a “prohibited transaction” within the meaning of ERISA, Section 4975 of the Code
or any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer,
the Initial Purchasers, the Operating Advisor, the Asset Representation Reviewer or the Depositor to any obligation or liability
(including obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition to those set
forth in the Pooling and Servicing Agreement, which Opinion of Counsel shall not be at the expense of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
the Initial Purchasers or the Trust Fund.


 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the [__] day of [____], 20[__].





	 	 	 	 	 
	 	 	 	Very truly yours,
	 	 	 	 
	 	 	 	 	[The Purchaser]
	 	 	 	 	 
		 	 	By:	 
	 	 	 	 	Name:
	 	 	 	 	Title:
	Date:	 	 	 	 


 






     Exhibit F-1-2


     

    

 


EXHIBIT
F-2


 


Form
of ERISA Representation Letter

regarding CLASS R, class Z, Class V1-e, Class V1-F, Class V1-Z and class v2-Z CERTIFICATES


 


[Date]


 





Wells
Fargo Bank, National Association,

as Certificate Administrator 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Certificate Transfer Services – CSAIL 2017-CX9


 


[Transferor] 


[______] 


[______] 


Attention:
[______]


 


		Re:	CSAIL
                                         2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX9



 


Ladies
and Gentlemen:


 





The
undersigned (the “Purchaser”) proposes to purchase [US$[___] aggregate Certificate Balance][[__]% Percentage
Interest] in the CSAIL 2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2017-CX9, Class
[R][Z][V1-E][V1-F][V1-Z][V2-Z] Certificates (the “Class [R][Z][V1-E][V1-F][V1-Z][V2-Z] Certificate”) issued
pursuant to that certain Pooling and Servicing Agreement dated as of September 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Rialto Capital Advisors, LLC, as Special
Servicer, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and as Operating Advisor. Capitalized terms used and
not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 








In
connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Class [R][Z][V1-E][V1-F][V1-Z][V2-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







 






     Exhibit F-2-1


     

    

 


investment
in the entity by such a Plan or Plans and the application of Department of Labor Regulation § 2510.3-101, as modified by
Section 3(42) of ERISA) to purchase such Class [R][Z][V1-E][V1-F][V1-Z][V2-Z] Certificate.


 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, 20__.





	 	 	 
	 	Very truly yours,
	 	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






     Exhibit F-2-2


     

    

 


EXHIBIT
G


 


FORM
OF DISTRIBUTION DATE STATEMENT


 


[See
Annex B to the Prospectus]


 






     Exhibit G-1


     

    

 


EXHIBIT
H


 


FORM
OF OMNIBUS ASSIGNMENT


 





[NAME
OF CURRENT ASSIGNOR] having an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”) for good and valuable
consideration, the receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers, sets over and
conveys, without recourse, representation or warranty, express or implied, unto “Wells Fargo Bank, National Association,
as Trustee for the registered holders of CSAIL 2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2017-CX9” (the “Assignee”), having an office at 9062 Old Annapolis Road, Columbia, Maryland 21045,
Attention: Corporate Trust Services (CMBS), CSAIL 2017-CX9, its successors and assigns, all right, title and interest of the Assignor
in and to:


 


That
certain mortgage and security agreement, deed of trust and security agreement, deed to secure debt and security agreement, or
similar security instrument (the “Security Instrument”), and that certain Promissory Note (the “Mortgage
Note”), for each of the Mortgage Loans shown on the Mortgage Loan Schedule attached hereto as Exhibit B, and
that certain assignment of leases and rents given in connection therewith and all of the Assignor’s right, title and interest
in any claims, collateral, insurance policies, certificates of deposit, letters of credit, escrow accounts, performance bonds,
demands, causes of action and any other collateral arising out of and/or executed and/or delivered in or to or with respect to
the Security Instrument and the Mortgage Note, together with any other documents or instruments executed and/or delivered in connection
with or otherwise related to the Security Instrument and the Mortgage Note.


 


IN
WITNESS WHEREOF, the Assignor has executed this instrument under seal to be effective as of the [__] day of [_____________], 20[__].





	 	 	 
	 	[NAME OF CURRENT ASSIGNOR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






     Exhibit H-1


     

    

 


EXHIBIT
I


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Temporary Regulation S Book-Entry Certificate

during Restricted Period


 


(Exchanges
or transfers pursuant to

Section 5.03(c) of the Pooling and Servicing Agreement)


 





Wells
Fargo Bank, National Association,

as Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Certificate Transfer Services – CSAIL 2017-CX9


 


		Re:	CSAIL
                                         2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX9, Class [__]



 





Reference
is hereby made to the Pooling and Servicing Agreement dated as of September 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Rialto Capital Advisors, LLC, as Special
Servicer, and Pentalpha Surveillance 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 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Certificate Transfer Services – CSAIL 2017-CX9


 


		Re:	CSAIL
                                         2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX9, Class [__]



 





Reference
is hereby made to the Pooling and Servicing Agreement dated as of September 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Rialto Capital Advisors, LLC, as Special
Servicer, and Pentalpha Surveillance 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 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Certificate Transfer Services – CSAIL 2017-CX9


 


		Re:	CSAIL
                                         2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX9, Class [__]



 





Reference
is hereby made to the Pooling and Servicing Agreement dated as of September 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Rialto Capital Advisors, LLC, as Special
Servicer, and Pentalpha Surveillance 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 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Certificate Transfer Services – CSAIL 2017-CX9


 


		Re:	CSAIL
                                         2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX9, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of September 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Rialto Capital Advisors, LLC, as Special
Servicer, and Pentalpha Surveillance 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 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Certificate Transfer Services – CSAIL 2017-CX9


 


		Re:	CSAIL
                                         2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX9, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of September 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Rialto Capital Advisors, LLC, as Special
Servicer, and Pentalpha Surveillance 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 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Certificate Transfer Services – CSAIL 2017-CX9


 


		Re:	CSAIL
                                         2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX9, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of September 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Rialto Capital Advisors, LLC, as Special
Servicer, and Pentalpha Surveillance 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





600
South 4th Street, 7th Floor 


MAC:
N9300-070





Minneapolis,
Minnesota 55479 


Attention:
Certificate Transfer Services – CSAIL 2017-CX9


 


		Re:	CSAIL
                                         2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX9, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of September 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Rialto Capital Advisors, LLC, as Special
Servicer, and Pentalpha Surveillance 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 HOLDER, THE DIRECTING CERTIFICATEHOLDER
and/or a Controlling Class Certificateholder)


 


[Date]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services

CSAIL 2017-CX9 Commercial Mortgage Securities Trust 


Email:
trustadministrationgroup@wellsfargo.com;


cts.cmbs.bond.admin@wellsfargo.com





 


		Re:	CSAIL
                                         2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX9



 


In
accordance with the Pooling and Servicing Agreement, dated as of September 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Rialto Capital Advisors, LLC, as Special
Servicer, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and as Operating Advisor, with respect to the certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion
Holder (or any investment advisor or manager or other representative of the foregoing).


 


2.          The
undersigned is neither the Directing Holder, the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.          In
the case that the undersigned is a Certificateholder or a beneficial owner of an Offered Certificate, the undersigned has received
a copy of the Prospectus.


 


4.          The
undersigned is not a Borrower Party or the Risk Retention Consultation Party.


 


5.          The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In 


 



     Exhibit P-1 A-1


     


    

 


consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the
undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


6.          The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.          The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


8.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[Certificateholder][Beneficial Owner][Prospective
    Purchaser][Companion Holder][Risk Retention Consultation Party]
	 	 	 
	 	By:	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:



 






     Exhibit P-1 A-2


     


    

 





EXHIBIT
P-1B


 


FORM
OF INVESTOR CERTIFICATION for Non-Borrower PartY

(for the DIRECTING HOLDER, THE DIRECTING CERTIFICATEHOLDER and/or
a Controlling Class Certificateholder)


 


[Date] 


	Wells
                                         Fargo Bank, National Association, 

        9062
        Old Annapolis Road 

        Columbia,
        Maryland 21045 

        Attention:
        Corporate Trust Services (CMBS) – CSAIL 2017-CX9 
	Rialto
                                         Capital Advisors, LLC 

        790
        NW 107th Avenue, 4th Floor 

        Miami,
        Florida 33172 

        Attention:
        Liat Heller 

        Email:
        liat.heller@rialtocapital.com

         

        with
        a copy to:

         

        Attention:
        Jeff Krasnoff 

        Email:
        jeff.krasnoff@rialtocapital.com

         

        with
        a copy to:

         

        Attention:
        Niral Shah 

        Email:
        niral.shah@rialtocapital.com

         

        with
        a copy to:

         

        Attention:
        Adam Singer 

        Email:
        adam.singer@rialtocapital.com

	 

                                                                                                    Pentalpha
                                         Surveillance LLC 

        375
        N. French Road, Suite 100 

        Amherst,
        New York 14228 

        Attention:
        CSAIL 2017-CX9—Transaction Manager 

        with
        a copy sent via e-mail to: notices@pentalphasurveillance.com (with CSAIL 2017-CX9 in the subject line) 

	 

                                                                                                    Wells
                                         Fargo Bank, National Association

                                         9062 Old Annapolis Road

                                         Columbia, Maryland 21045

                                         Attention: Corporate Trust Services

                                         CSAIL 2017-CX9 Commercial Mortgage Securities Trust 

        Email:
        trustadministrationgroup@wellsfargo.com

        with a copy to:

        cts.cmbs.bond.admin@wellsfargo.com 

	 
	 	KeyBank
                                         National Association 

        11501
        Outlook Street, Suite 300 

        Overland
        Park, Kansas 66211 

        Attention:
        Michael Tilden 

        E-mail:
        keybank_notices@keybank.com 



 


CSAIL
2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2017-CX9


 


In
accordance with the Pooling and Servicing Agreement, dated as of September 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Rialto Capital Advisors,


 



     Exhibit P-1 B-1


     


    

 


LLC,
as Special Servicer, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and as Operating Advisor, with respect
to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is [the Directing Holder][the Directing Certificateholder][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 


 



     Exhibit P-1 B-2


     


    

 


has
properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s
Website.


 


8.          [For
use with any party other than the initial Directing Holder]The undersigned hereby certifies that an executed copy of this certification
in [paper][electronic click-through] form has been delivered in accordance with the notice provisions of the Pooling and Servicing
Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed by registered mail, postage
prepaid].


 


9.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[Directing Holder][Directing Certificateholder][Controlling
    Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:


 






     Exhibit P-1 B-3


     


    

 





EXHIBIT
P-1C


 


FORM
OF INVESTOR CERTIFICATION for Borrower PartY

(for Persons other than the DIRECTING HOLDER, THE DIRECTING CERTIFICATEHOLDER,
THE RISK RETENTION CONSULTATION PARTY and/or a Controlling Class Certificateholder)


 


[Date]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services

CSAIL 2017-CX9 Commercial Mortgage Securities Trust





Email:
trustadministrationgroup@wellsfargo.com;

           cts.cmbs.bond.admin@wellsfargo.com


 


KeyBank
National Association





11501
Outlook Street, Suite 300

Overland Park, Kansas 66211


 


CSAIL
2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2017-CX9


 


In
accordance with the Pooling and Servicing Agreement, dated as of September 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, Rialto Capital Advisors, LLC, as Special
Servicer, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and as Operating Advisor, with respect to the certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion
Holder (or any investment advisor or manager or other representative of the foregoing).


 


2.          The
undersigned is neither the Directing Holder, the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.          In
the case that the undersigned is a Certificateholder or a beneficial owner of an Offered Certificate, the undersigned has received
a copy of the Prospectus.


 


4.          The
undersigned is a Borrower Party.


 


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


 






     Exhibit P-1 C-1


     


    

 


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.


 





	 	[Borrower Party]
	 	 	 
	 	By:	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:


 






     Exhibit P-1 C-2


     


    

  





EXHIBIT
P-1D


 


FORM
OF INVESTOR CERTIFICATION for Borrower PartY

(for the DIRECTING HOLDER, THE DIRECTING CERTIFICATEHOLDER and/or
a Controlling Class Certificateholder)


 


[Date] 


	Wells
                                         Fargo Bank, National Association, 

        9062
        Old Annapolis Road 

        Columbia,
        Maryland 21045 

        Attention:
        Corporate Trust Services (CMBS) – CSAIL 2017-CX9

         
	Rialto
                                         Capital Advisors, LLC 

        790
        NW 107th Avenue, 4th Floor 

        Miami,
        Florida 33172 

        Attention:
        Liat Heller 

        Email:
        liat.heller@rialtocapital.com

         

        with
        a copy to:

         

        Attention:
        Jeff Krasnoff 

        Email:
        jeff.krasnoff@rialtocapital.com

         

        with
        a copy to:

         

        Attention:
        Niral Shah 

        Email:
        niral.shah@rialtocapital.com

         

        with
        a copy to:

         

        Attention:
        Adam Singer 

        Email:
        adam.singer@rialtocapital.com

         

	Pentalpha
                                         Surveillance LLC 

        375
        N. French Road, Suite 100 

        Amherst,
        New York 14228 

        Attention:
        CSAIL 2017-CX9—Transaction Manager 

        with
        a copy sent via e-mail to: notices@pentalphasurveillance.com (with CSAIL 2017-CX9 in the subject line) 

         

	Wells
                                         Fargo Bank, National Association

                                         9062 Old Annapolis Road

                                         Columbia, Maryland 21045

                                         Attention: Corporate Trust Services

                                         CSAIL 2017-CX9 Commercial Mortgage Securities Trust 

        Email:
        trustadministrationgroup@wellsfargo.com

        with a copy to: cts.cmbs.bond.admin@wellsfargo.com 

         

	KeyBank
                                         National Association 

        11501
        Outlook Street, Suite 300 

        Overland
        Park, Kansas 66211 

        Attention:
        Michael Tilden 

        E-mail:
        keybank_notices@keybank.com 



 


		Re:	CSAIL
                                         2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX9



 


In
accordance with the Pooling and Servicing Agreement, dated as of September 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage


 



     Exhibit P-1 D-1


     


    

 


Securities
Corp., as Depositor, KeyBank National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Asset Representations
Reviewer and as Operating Advisor, with respect to the certificates (the “Certificates”), the undersigned hereby
certifies and agrees as follows:


 


1.
  The undersigned is [the Directing Holder][the Directing Certificateholder][the Holder of the majority of the Controlling
Class][a Controlling Class Certificateholder].


 


2.          The
undersigned is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


 


[IDENTIFY
[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 


The
undersigned is not a Borrower Party with respect to any other Mortgage Loan. 


 


3.          [Pursuant
to the Pooling and Servicing Agreement, if the undersigned is (a) the Holder of the majority of the Controlling Class or (b) the
Directing Certificateholder, then in each case with respect to each of the Mortgage Loans listed in this certification, each such
Mortgage Loan shall be an “Excluded Loan”, and a Control Termination Event and a Consultation Termination Event shall
be deemed to occur and the Certificate Administrator is hereby directed to post such information on its website as a special notice
in accordance with Section 3.13(b) of the Pooling and Servicing Agreement.]


 


4.          The
undersigned has received a copy of the Prospectus.


 


5.          Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the
Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 






     Exhibit P-1 D-2


     


    

 


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.


 


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-1 D-3


     


    

 





	 	[Directing Holder][Directing
	 	 	Certificateholder][Holder of a majority of
    the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:




	 	 	Title:
	 	 	 
	Dated: _______	 	 
	 	 	 
	cc: Credit Suisse Commercial Mortgage Securities
    Corp.	 	 


 






     Exhibit P-1 D-4


     


    

 





EXHIBIT
P-1E


 


FORM
OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER


 


[Date]


 





	Wells
                                         Fargo Bank, National Association,  

        9062
        Old Annapolis Road  

        Columbia,
        Maryland 21045  

        Attention:
        Corporate Trust Services (CMBS) – CSAIL 2017-CX9

         
	Rialto
                                         Capital Advisors, LLC 

        790
        NW 107th Avenue, 4th Floor 

        Miami,
        Florida 33172 

        Attention:
        Liat Heller 

        Email:
        liat.heller@rialtocapital.com

         

        with
        a copy to:

         

        Attention:
        Jeff Krasnoff 

        Email:
        jeff.krasnoff@rialtocapital.com

         

        with
        a copy to:

         

        Attention:
        Niral Shah 

        Email:
        niral.shah@rialtocapital.com

         

        with
        a copy to:

         

        Attention:
        Adam Singer 

        Email:
        adam.singer@rialtocapital.com

         

	Pentalpha
                                         Surveillance LLC 

        375
        N. French Road, Suite 100 

        Amherst,
        New York 14228 

        Attention:
        CSAIL 2017-CX9—Transaction Manager 

        with
        a copy sent via e-mail to: notices@pentalphasurveillance.com (with CSAIL 2017-CX9 in the subject line)

         

	Wells
                                         Fargo Bank, National Association

                                         9062 Old Annapolis Road

                                         Columbia, Maryland 21045

                                         Attention: Corporate Trust Services

                                         CSAIL 2017-CX9 Commercial Mortgage Securities Trust

        

        Email:
        trustadministrationgroup@wellsfargo.com

        with a copy to: cts.cmbs.bond.admin@wellsfargo.com

         

	 	KeyBank
                                         National Association 

        11501
        Outlook Street, Suite 300 

        Overland
        Park, Kansas 66211 

        Attention:
        Michael Tilden 

        E-mail:
        keybank_notices@keybank.com 





 





		Re:	CSAIL
                                         2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX9



 


THIS
NOTICE IDENTIFIES AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE CSAIL
2017-CX9 Commercial 


 



     Exhibit P-1 E-1


     


    

 


Mortgage
Trust, Commercial Mortgage Pass Through Certificates, Series 2017-CX9 REQUIRING
ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 3.13(b) OF THE POOLING AND SERVICING AGREEMENT.


 


In
accordance with Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the
“Certificates”), the undersigned (the “Excluded Controlling Class Holder”) hereby certifies
and agrees as follows:


 


1.          The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 


2.          The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 


	Loan
    Number	ODCR	Loan
    Name	Borrower
    Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


[[If
applicable] For the avoidance of doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class
Loan.] The undersigned is not a Borrower Party with respect to any other Mortgage Loan.


 


3.          As
of the date above, the undersigned is the beneficial owner of the following certificates, and is providing the below information
to the addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among other things,
the Certificate Administrator’s determination as to whether a Consultation Termination Event or Control Termination Event
is in effect with respect to the Excluded Controlling Class Mortgage Loans listed in paragraph 2 if any such mortgage loan is
an Excluded Loan:


 


	CUSIP	Class	Outstanding
    Certificate Balance	Initial
    Certificate Balance



 






     Exhibit P-1 E-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)


 



     Exhibit P-1 E-3


     


    

 


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.


 


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 


 



     Exhibit P-1 E-4


     


    

 


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 to any Excluded Information. The undersigned acknowledges that it is not
permitted to access and shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
on the Certificate Administrator’s Website unless and until it has (i) delivered notice of the termination of the related
Excluded Controlling Class Holder status and (ii) submitted a new investor certification in accordance with Section 3.13(b) of
the Pooling and Servicing Agreement.


 


11.          The
undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the Initial
Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing
this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative
or person acting on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
listed in Paragraph 2 above.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[Directing
    Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 
	 	By:	 
	 	 	Name:







	 	 	Title:
	 	 	 
	Dated: _______	 	 



 






     Exhibit P-1 E-5


     


    

 


	 	 	 
	cc: Credit Suisse Commercial Mortgage Securities
    Corp.	 	 


 






     Exhibit P-1 E-6


     


    

  


EXHIBIT
P-1F


 


FORM
OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER TO CERTIFICATE ADMINISTRATOR


 


[Date]


 





Via:
Email

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services

CSAIL 2017-CX9 Commercial Mortgage Securities Trust





Telecopy
Number: (410) 715-2380

trustadministrationgroup@wellsfargo.com;

cts.cmbs.bond.admin@wellsfargo.com


 


with
a copy to:


 


Wells
Fargo Bank, National Association

8480 Stagecoach Circle

Frederick, Maryland 21701-4747

Attention CSAIL 2017-CX9 Commercial Mortgage Securities Trust


 


		Re:	CSAIL
                                         2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX9



 


In
accordance with Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the
“Certificates”), the undersigned (the “Excluded Controlling Class Holder”) hereby directs
you as follows:


 


1.          The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 


2.          The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 






     Exhibit P-1 F-1


     


    

 


	Loan
    Number	ODCR	Loan
    Name	Borrower
    Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


3.          The
following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the CSAIL 2017-CX9 Commercial Mortgage Securities Trust securitization should be revoked as to such users: 





	 	 	 
	 	 	 
	 	 	 
	 	 	 



  


4.          The
undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to such
[Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website unless and until it (i) is
no longer an Excluded Controlling Class Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s), (ii)
has delivered notice of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted an investor
certification in the form of Exhibit P-1B to the Pooling and Servicing Agreement.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 






     Exhibit P-1 F-2


     


    

 





	 	[Directing
    Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 
	 	By:	 
	 	 	Name:







	 	 	Title:
	 	 	 
	Dated: _______	 	 
	 	 	 
	cc: Credit Suisse Commercial Mortgage Securities
    Corp.	 	 


 


The
undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator


 





	 	 



Name:

Title:


 




     Exhibit P-1 F-3


     


    

 


EXHIBIT
P-1G


 


Form
of Certification of the Directing Certificateholder


 


[Date]


 


	Wells
                                         Fargo Bank, National Association, 

        9062
        Old Annapolis Road 

        Columbia,
        Maryland 21045 

        Attention:
        Corporate Trust Services (CMBS) – CSAIL 2017-CX9

         
	Rialto
                                         Capital Advisors, LLC 

        790
        NW 107th Avenue, 4th Floor 

        Miami,
        Florida 33172 

        Attention:
        Liat Heller 

        Email:
        liat.heller@rialtocapital.com

         

        with
        a copy to:

         

        Attention:
        Jeff Krasnoff 

        Email:
        jeff.krasnoff@rialtocapital.com

         

        with
        a copy to:

         

        Attention:
        Niral Shah 

        Email:
        niral.shah@rialtocapital.com

         

        with
        a copy to:

         

        Attention:
        Adam Singer 

        Email:
        adam.singer@rialtocapital.com

         

	Pentalpha
                                         Surveillance LLC 

        375
        N. French Road, Suite 100 

        Amherst,
        New York 14228 

        Attention:
        CSAIL 2017-CX9—Transaction Manager 

        with
        a copy sent via e-mail to: notices@pentalphasurveillance.com (with CSAIL 2017-CX9 in the subject line)

         

	Wells
                                         Fargo Bank, National Association

                                         9062 Old Annapolis Road

                                         Columbia, Maryland 21045

                                         Attention: Corporate Trust Services

                                         CSAIL 2017-CX9 Commercial Mortgage Securities Trust 

        Email:
        trustadministrationgroup@wellsfargo.com
 with
        a copy to: cts.cmbs.bond.admin@wellsfargo.com 

	 	KeyBank
                                         National Association 

        11501
        Outlook Street, Suite 300 

        Overland
        Park, Kansas 66211 

        Attention:
        Michael Tilden 

        E-mail:
        keyabnk_notices@keybank.com 



 


		Re:	CSAIL
                                         2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX9



 


In
accordance with Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 






     Exhibit P-1 G-1


     


    

 


1.          The
undersigned has been appointed to act as the Directing Certificateholder.


 


2.          The
undersigned is not a Borrower Party.


 


3.          If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall
deliver the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable
parties the notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


4.          The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b)
mailed by registered mail, postage prepaid.


 


5.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified.


 





	 	[Directing
    Certificateholder]
	 	 
	 	By:	 
	 	 	Name: 




	 	 	Title:
	 	 	 
	Dated: _______	 	 
	 	 	 
	cc: Credit Suisse Commercial Mortgage Securities
    Corp	 	 


 






     Exhibit P-1 G-2


     


    


 


EXHIBIT
P-1H


 


FORM
OF CERTIFICATION OF THE RISK RETENTION CONSULTATION PARTY


 


[Date]





	Wells
                           Fargo Bank, National Association,

                           9062 Old Annapolis Road
 Columbia,
                           Maryland 21045

                           Attention:
                           Corporate Trust Services (CMBS) – CSAIL 2017-CX9
	 	Rialto
    Capital Advisors, LLC

    790 NW 107th Avenue, 4th Floor

    Miami, Florida 33172

    Attention: Liat Heller

    Email: liat.heller@rialtocapital.com
	 	 	 
	Pentalpha
        Surveillance LLC
 375
        N. French Road, Suite 100
 Amherst, New York 14228

        Attention:
        CSAIL 2017-CX9—Transaction Manager

        with
        a copy sent via e-mail to: notices@pentalphasurveillance.com (with CSAIL 2017-CX9 in the subject line)
	 	with a copy to:

     

    Attention: Jeff Krasnoff

    Email: jeff.krasnoff@rialtocapital.com

     

    with a copy to:

     

    Attention: Niral Shah

    Email: niral.shah@rialtocapital.com
	 	 	 
	Wells Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services

    CSAIL 2017-CX9 Commercial Mortgage 

    Securities Trust 

    Email: 

    trustadministrationgroup@wellsfargo.com

    with a copy to: 

    cts.cmbs.bond.admin@wellsfargo.com	 	with a copy to:

     

    Attention: Adam Singer

    Email: adam.singer@rialtocapital.com
	 	 	KeyBank National
    Association

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Michael Tilden

    E-mail: keybank_notices@keybank.com







 


		Re:	CSAIL
                                         2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX9



 


In
accordance with Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows: 


 






    	Exhibit P-1H-1 



     

    

 


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 Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b)
mailed by registered mail, postage prepaid.


 


3.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified.


 


	 	[RISK RETENTION CONSULTATION PARTY]
	 	 
	 	 By:	
	 	 	Name:
Title:



 


Dated:
[____] [__], 20[__]


 




    	Exhibit P-1H-2 



     

    

 


EXHIBIT
P-2


 


FORM
OF CERTIFICATION FOR NRSROs


 


[Date]





Wells
Fargo Bank, National Association

9062 Old Annapolis Road





Columbia,
Maryland 21045





Attention:
Corporate Trust Services





CSAIL
2017-CX9 Commercial Mortgage Trust


 


		Attention:	CSAIL
                                         2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX9______________________



 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of
September 1, 2017 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, KeyBank National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer Wells
Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Asset Representations
Reviewer and as Operating Advisor, with respect to the certificates (the “Certificates”), the undersigned hereby
certifies and agrees as follows:


 


		1.	The
                                         undersigned is a (a) Rating Agency hired by the Depositor to provide ratings on the Certificates;
                                         or (b) a Nationally Recognized Statistical Rating Organization (“NRSRO”);
                                         and has provided the Depositor with the appropriate certifications under Exchange Act
                                         17g-5(e);



 


		2.	The
                                         undersigned has provided the Depositor with the appropriate certifications under Exchange
                                         Act Rule 17g-5(e), had access to the Depositor’s 17g-5 website prior to the Closing
                                         Date, is requesting access pursuant to the Agreement to certain information (the “Information”)
                                         on such 17g-5 website pursuant to the provisions of the Agreement, and agrees that any
                                         confidentiality agreement applicable to the undersigned with respect to the information
                                         obtained from the Depositor’s 17g-5 website prior to the Closing Date shall also
                                         be applicable to information obtained from the 17g-5 Information Provider’s Website
                                         (including without limitation, to any information received by the Depositor for posting
                                         on the 17g-5 Information Provider’s Website), or (y), if the undersigned did not
                                         have access to the Depositor’s 17g-5 website prior to the Closing Date, it hereby
                                         agrees that it shall be bound by the provisions of the confidentiality agreement attached
                                         hereto as Annex A which shall be applicable to it with respect to any information
                                         obtained from the 17g-5 Information Provider’s Website, including any information
                                         that is obtained from the section of the 17g-5 Information Provider’s Website that
                                         hosts the Depositor’s 17g-5 website after the Closing Date; and



 


		3.	Agrees
                                         that any confidentiality agreement applicable to the undersigned with respect to information
                                         obtained from the Depositor’s 17g-5 website shall also be applicable to information
                                         obtained from the 17g-5 Information Provider’s Website.



 






    	Exhibit P-2-1 



     

    

 


The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website and the 17g-5 Information Provider’s Website.


 


Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[NRSRO]
	 	 
	 	By:	 
	 	 	Name:
Title:





 




    	Exhibit P-2-2 



     

    

 


ANNEX
A


 


CONFIDENTIALITY
AGREEMENT


 


This
Confidentiality Agreement (the “Confidentiality Agreement”) is made in connection with Credit Suisse Securities
(USA) LLC together with its affiliates, the “Furnishing Entities” and each a “Furnishing Entity”)
furnishing certain financial, operational, structural and other information relating to the issuance of the CSAIL 2017-CX9 Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CX9 (the “Certificates”) pursuant
to the Pooling and Servicing Agreement, dated as of September 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as
Trustee, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and as Operating Advisor and the assets underlying
or referenced by the Certificates, including the identity of, and financial information with respect to borrowers, sponsors, guarantors,
managers and lessees with respect to such assets (together, the “Collateral”) to you (the “NRSRO”)
through the website of Wells Fargo Bank, National Association, as 17g-5 Information Provider under the Pooling and Servicing Agreement,
including the [section of the 17g-5 Information Provider’s website that hosts the Depositor’s 17g-5 website after
the Closing Date (as defined in the Pooling and Servicing Agreement]. Information provided by each Furnishing Entity is labeled
as provided by the specific Furnishing Entity.


 


Definition
of Confidential Information. For purposes of this Confidentiality Agreement, the term “Confidential Information”
shall include the following information (irrespective of its source or form of communication, including information obtained by
you through access to this site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance
or monitoring of a rating with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements,
legal documents and other information (such information, the “Evaluation Material”) and (y) any of the terms,
conditions or other facts with respect to the transactions contemplated by the Pooling and Servicing Agreement, including the
status thereof; provided, however, that the term Confidential Information shall not include information which:


 


		●	was
                                         or becomes generally available to the public (including through filing with the Securities
                                         and Exchange Commission or disclosure in an offering document) other than as a result
                                         of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i)
                                         below) in violation of this Confidentiality Agreement;



 


		●	was
                                         or is lawfully obtained by you from a source other than a Furnishing Entity or its representatives
                                         that (i) is reasonably believed by you to be under no obligation to maintain the information
                                         as confidential and (ii) provides it to you without any obligation to maintain the information
                                         as confidential; or is independently developed by the NRSRO without reference to any
                                         Confidential Information.



  


Information
to Be Held in Confidence.


 






    	Exhibit P-2-3 



     

    

 


You
will use the Confidential Information solely for the purpose of determining or monitoring a credit rating on the Certificates
and, to the extent that any information used is derived from but does not reveal any Confidential Information, for benchmarking,
modeling or research purposes (the “Intended Purpose”).


 


You
acknowledge that you are aware that the United States and state securities laws impose restrictions on trading in securities when
in possession of material, non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO
Representative who is informed of the matters that are the subject of this Confidentiality Agreement to that effect.


 


You
will treat the Confidential Information as private and confidential. Subject to Section 4, without the prior written consent of
the applicable Furnishing Entity, you will not disclose to any person any Confidential Information, whether such Confidential
Information was furnished to you before, on or after the date of this Confidentiality Agreement. Notwithstanding the foregoing,
you may:


 


		●	disclose
                                         the Confidential Information to any of the NRSRO’s affiliates, directors, officers,
                                         employees, legal representatives, agents and advisors (each, a “NRSRO Representative”)
                                         who, in the reasonable judgment of the NRSRO, need to know such Confidential Information
                                         in connection with the Intended Purpose; provided, that, prior to disclosure of
                                         the Confidential Information to a NRSRO Representative, the NRSRO shall have taken reasonable
                                         precautions to ensure, and shall be satisfied, that such NRSRO Representative will act
                                         in accordance with this Confidentiality Agreement;



 


		●	solely
                                         to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post
                                         the Confidential Information to the NRSRO’s password protected website; and



 


		●	use
                                         information derived from the Confidential Information in connection with an Intended
                                         Purpose, if such derived information does not reveal any Confidential Information.



 


Disclosures
Required by Law. If you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory,
subpoena, civil investigatory demand, request for information or documents, deposition or similar process relating to any legal
proceeding, investigation, hearing or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing
Entity with notice as soon as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation,
and otherwise to the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request
to disclose the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective
order or other reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses.
Unless otherwise required by a court or other governmental or regulatory authority to do so, and provided that you been informed
by written notice that the related Furnishing Entity is seeking a protective order or other reasonable assurance for confidential
treatment with respect to the


 






    	Exhibit P-2-4 



     

    

 


requested
Confidential Information, you agree not to disclose the Confidential Information while the Furnishing Entity’s effort to
obtain such a protective order or other reasonable assurance for confidential treatment is pending. You agree to reasonably cooperate
with each Furnishing Entity in its efforts to obtain a protective order or other reasonable assurance that confidential treatment
will be accorded to the portion of the Confidential Information that is being disclosed, at the sole expense of such Furnishing
Entity; provided, however, that in no event shall the NRSRO be required to take a position that such information
should be entitled to receive such a protective order or reasonable assurance as to confidential treatment. If a Furnishing Entity
succeeds in obtaining a protective order or other remedy, you agree to comply with its terms with respect to the disclosure of
the Confidential Information, at the sole expense of such Furnishing Entity. If a protective order or other remedy is not obtained
or if the relevant Furnishing Entity waives compliance with the provisions of this Confidentiality Agreement in writing, you agree
to furnish only such information as you are legally required to disclose, at the sole expense of the relevant Furnishing Entity.


 


Obligation
to Return Evaluation Material. Promptly upon written request by or on behalf of the relevant Furnishing Entity,
all material or documents, including copies thereof, that contain Evaluation Material will be destroyed or, in your sole discretion,
returned to the relevant Furnishing Entity. Notwithstanding the foregoing, (a) the NRSRO may retain one or more copies of any
document or other material containing Evaluation Material to the extent necessary for legal or regulatory compliance (or compliance
with the NRSRO’s internal policies and procedures designed to ensure legal or regulatory compliance) and (b) the NRSRO may
retain any portion of the Evaluation Material that may be found in backup tapes or other archive or electronic media or other
documents prepared by the NRSRO and any Evaluation Material obtained in an oral communication; provided, that any Evaluation
Material so retained by the NRSRO will remain subject to this Confidentiality Agreement and the NRSRO will remain bound by the
terms of this Confidentiality Agreement.


 


Violations
of this Confidentiality Agreement. The NRSRO will be responsible for any breach of this Confidentiality Agreement
by you, the NRSRO or any NRSRO Representative.


 


You
agree promptly to advise each relevant Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use
by any person of the Confidential Information which may come to your attention and to take all steps reasonably requested by such
Furnishing Entity to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure or use.


 


You
acknowledge and agree that the Furnishing Entities would not have an adequate remedy at law and would be irreparably harmed in
the event that any of the provisions of this Confidentiality Agreement were not performed in accordance with their specific terms
or were otherwise breached. It is accordingly agreed that each Furnishing Entity shall be entitled to specific performance and
injunctive relief to prevent breaches of this Confidentiality Agreement and to specifically enforce the terms and provisions hereof,
in addition to any other remedy to which a Furnishing Entity may be entitled at law or in equity. It is further understood and
agreed that no failure to or delay in exercising any right, power or privilege hereunder shall preclude any other or further exercise
of any right, power or privilege.


 






    	Exhibit P-2-5 



     

    

 


Term.
Notwithstanding the termination or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO
has provided a credit rating on a Security, your obligations under this Confidentiality Agreement will survive
indefinitely.


 


Governing
Law. This Confidentiality Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement,
the relationships of the parties and/or the interpretation and enforcement of the rights and duties of the parties shall be governed
by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed within
such State.


 


Amendments.
This Confidentiality Agreement may be modified or waived only by a separate writing by the NRSRO and each Furnishing
Entity.


 


Entire
Agreement. This Confidentiality Agreement represents the entire agreement between you and the Furnishing Entities
relating to the treatment of Confidential Information heretofore or hereafter reviewed or inspected by you. This agreement supersedes
all other understandings and agreements between us relating to such matters; provided, however, that, if the terms
of this Confidentiality Agreement conflict with another agreement relating to the Confidential Information that specifically states
that the terms of such agreement shall supersede, modify or amend the terms of this Confidentiality Agreement, then to the extent
the terms of this Confidentiality Agreement conflict with such agreement, the terms of such agreement shall control notwithstanding
acceptance by you of the terms hereof by entry into this website.


 


Contact
Information. Notices for each Furnishing Entity under this Confidentiality Agreement, shall be directed as set forth below:


 


Credit
Suisse Securities (USA) LLC

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee

Email: chuck.lee@credit-suisse.com


 





	 	[NRSRO]
	 	 
	 	By:	 
	 	 	Name:
Title:


 




    	Exhibit P-2-6 



     

    

 


EXHIBIT
P-3


 


ONLINE
MARKET DATA PROVIDER CERTIFICATION


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road


Columbia,
Maryland 21045 


Attention:
Corporate Trust Services





CSAIL
2017-CX9 Commercial Mortgage Trust


 


		Attention:	CSAIL
                                         2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX9__________________



 


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
September 1, 2017 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, KeyBank National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator and as Trustee, Pentalpha Surveillance LLC, as Asset Representations
Reviewer and as Operating Advisor, with respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The
                                         undersigned is an employee or agent of Bloomberg Financial Markets, L.P., CMBS.com, Inc.,
                                         Thomson Reuters Corporation, Trepp, LLC, Intex Solutions, Inc., Moody’s Analytics
                                         or BlackRock Financial Management, Inc., a market data provider that has been given access
                                         to the Statements to Certificateholders, CREFC® Reports and supplemental
                                         notices on www.ctslink.com (“CTSLink”) by request of the Depositor.



 


		2.	The
                                         undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have
                                         recertified that the representation above remains true and correct.



 


		3.	The
                                         undersigned acknowledges and agrees that the provision to it of information and/or reports
                                         on CTSLink is for its own use only in its capacity as a market data provider and not
                                         for any other purpose, and agrees that it will not disseminate or otherwise make such
                                         information available to any other person without the written consent of the Depositor.



 


		4.	The
                                         undersigned shall be fully liable for any breach of this agreement by itself or any of
                                         its Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator,
                                         the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
                                         Reviewer and the Trust Fund for any loss, liability or expense



 






    	Exhibit P-3-1 



     

    

 


	 	 	incurred
                                         thereby with respect to any such breach by the undersigned or any of its Representatives.



 


		5.	Capitalized
                                         terms used but not defined herein shall have the respective meanings assigned thereto
                                         in the Pooling and Servicing Agreement.



  


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[Online Market Data Provider]
	 	 
	 	By:	 
	 	 	Name:
Title:


 




    	Exhibit P-3-2 



     

    

 


EXHIBIT
Q


 


CUSTODIAN
CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To
the Persons Listed on the attached Schedule A


 


		Re:	CSAIL
                                         2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX9 



 


Ladies
and Gentlemen:


 


In
accordance with Section 2.02 of the Pooling and Servicing Agreement, dated as of September 1, 2017 (the “Pooling and
Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as 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 R-1-1 



     

    

 


SCHEDULE
A


 


[Column
Financial, Inc.





11
Madison Avenue, 4th Floor





New
York, New York 10010





Attention:
Dante La Rocca





Fax
number: (646) 935-8520





Email:
dante.larocca@credit-suisse.com]


 


[Natixis
Real Estate Capital LLC





1251
Avenue of the Americas





New
York, New York 10020





Attention:
Real Estate Administration





Facsimile
No.: (212) 891-5777





with
a copy by email to:





USCIBGlobalFinanceAssetManagementTeam@us.natixis.com]


 


[Benefit
Street Partners CRE Finance LLC





142
West 57th Street, Suite 1201





New
York, New York 10019





Attention:
Micah Goodman and Tiffany Putman]


 


Credit
Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010



 


Fitch
Ratings, Inc.





33
Whitehall Street





New
York, New York 10004





Attention:
Commercial Mortgage Surveillance Group





Facsimile
No.: (212) 635-0295





E-mail:
info.cmbs@fitchratings.com


 


Kroll
Bond Rating Agency, Inc.





845
Third Avenue, 4th Floor





New
York, New York 10022





Attention:
CMBS Surveillance





E-mail:
cmbssurveillance@kbra.com


 


S&P
Global Ratings





55
Water Street, 41st Floor





New
York, New York 10041





Attention:
Commercial Mortgage Surveillance Manager





Email:
cmbs_info_17g5@standardandpoors.com


 






    	Exhibit R-1-2 



     

    

 


Rialto
Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172


Attention:
Liat Heller

Email: liat.heller@rialtocapital.com


 


with
a copy to:


 


Attention:
Jeff Krasnoff

Email: jeff.krasnoff@rialtocapital.com


 


with
a copy to:


 


Attention:
Niral Shah

Email: niral.shah@rialtocapital.com


 


with
a copy to:


 


Attention:
Adam Singer

Email: adam.singer@rialtocapital.com


 


KeyBank
National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Email: keybank_notices@keybank.com


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045


 


[DIRECTING
CERTIFICATEHOLDER’S NOTICE ADDRESS]


 


RREF
III - D AIV RR, LLC





c/o
Rialto Capital Management LLC





600
Madison Avenue, 12th Floor





New
York, New York 10022





Attention:
Josh Cromer





Fax
number: (212) 751-4646





 


with
a copy to:


 


RREF
III - D AIV RR, LLC





c/o
Rialto Capital Management LLC





600
Madison Avenue, 12th Floor





New
York, New York 10022





Attention:
Joseph Bachkosky





Fax
number: (212) 751-4646


 






    	Exhibit R-1-3 



     

    




 


EXHIBIT
R-1


 


FORM
OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICER


 


When
recorded return to:





[___________]


 


LIMITED
POWER OF ATTORNEY


 


Wells
Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States and
having an office at 9062 Old Annapolis Road, Columbia, Maryland 21045, not in its individual capacity but solely as Trustee (in
such capacity, the “Trustee”), hereby constitutes and appoints KeyBank National Association (the “Master Servicer”)
and in its name, aforesaid Attorney-In-Fact, by and through any authorized representative appointed by the board of directors
of KeyBank National Association, 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 [_________] (the “Agreement”) by and among [_____________]
and no power is granted hereunder to take any action that would be adverse to the interests of Wells Fargo Bank, National Association.


 


This
Limited Power of Attorney is being issued in connection with the Master Servicer’s responsibilities to service certain mortgage
loans (the “Loans”) held by Wells Fargo Bank, National Association, as Trustee. The Loans are comprised of mortgages
or deeds of trust (the “Mortgages” and “Deeds of Trust” respectively), and other forms of security instruments
(collectively, the “Security Instruments”) and the Mortgage Notes secured thereby. Capitalized terms used but not
defined herein shall have the respective meanings assigned thereto in the Agreement.


 


1.
       Demand, sue for, recover, collect and receive each and every sum of money, debt, account
and interest (which now is, or hereafter shall become due and payable) belonging to or claimed by Wells Fargo Bank, National Association,
as Trustee, and to use or take any lawful means for recovery by legal process or otherwise, including but not limited to the substitution
of trustee serving under a Deed of Trust, the preparation and issuance of statements of breach, notices of default, and/or notices
of sale, accepting deeds in lieu of foreclosure, evicting (to the extent allowed by federal, state or local laws) and foreclosing
on the properties under the Security Instruments by judicial or non-judicial foreclosure, actions for temporary restraining 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


 






    	Exhibit R-1-4 



     

    

 


or
verifications in support thereof, as may be necessary or advisable in any bankruptcy action, state or federal suit or any other
action.


 


2.
       Execute and/or file such documents and take such other action as is proper and necessary
to defend Wells Fargo Bank, National Association, as Trustee, in litigation and to resolve any litigation where the Master Servicer
has an obligation to defend Wells Fargo Bank, National Association, as Trustee, including but not limited to dismissal, termination,
cancellation, rescission and settlement.


 


3.
       Transact business of any kind regarding the Loans and the Mortgaged Properties.


 


4.
       Obtain an interest in the Loans, Mortgaged Properties and/or building thereon, as Wells
Fargo Bank, National Association, Trustee’s act and deed, to contract for, purchase, receive and take possession and evidence
of title in and to the property and/or to secure payment of a promissory note or performance of any obligation or agreement.


 


5.
       Execute, complete, indorse or file bonds, notes, Mortgages, Deeds of Trust and other
contracts, agreements and instruments regarding the Borrowers, the Loans and/or the Mortgaged Properties, including but not limited
to the execution of estoppel certificates, financing statements, continuation statements, releases, satisfactions, assignments,
loan modification agreements, payment plans, waivers, consents, amendments, forbearance agreements, loan assumption agreements,
subordination agreements, property adjustment agreements, non-disturbance and attornment agreements, leasing agreements, management
agreements, listing agreements, purchase and sale agreements, and other instruments pertaining to Mortgages or Deeds of Trust,
and execution of deeds and associated instruments, if any, conveying the Mortgaged Properties, in the interest of Wells Fargo
Bank, National Association, as Trustee.


 


6.
       Endorse on behalf of the undersigned all checks, drafts and/or other negotiable instruments
made payable to the undersigned and draw upon, replace, substitute, release or amend letters of credit as property securing the
Loans.


 


7.       Execute
any document or perform any act described in items (3), (4) and (5) in connection with the termination of any Trust Fund as necessary
to transfer ownership of the affected Loans to the entity (or its designee or assignee) possessing the right to obtain ownership
of such Loans.


 


8.       Such
other actions and file such other instruments and certifications as are reasonably necessary to complete or accomplish the Master
Servicer’s duties and responsibilities under the Agreement.


 


9.       Subordinate
the lien of a Mortgage, Deed of Trust, or deed to secure debt (i) for the purpose of refinancing Loans, where applicable, or (ii)
to an easement in favor of a public utility company or a government agency or unit with powers of eminent domain, including but
not limited to the execution of partial satisfactions and releases and partial reconveyances reasonably required for such purpose,
and the execution or requests to the trustees to accomplish the same.


 


10.       Convey
the Property to the mortgage insurer, or close the title to the Mortgaged Property to be acquired as real estate owner, or convey
title to real estate owned property (“REO Property”).


 






    	Exhibit R-1-5 



     

    

 


11.       Execute
and deliver the following documentation with respect to the sale of the REO Property acquired through a foreclosure or deed-in-lieu
of foreclosure, including, without limitation, listing agreements, purchase and sale agreements, grant / limited or special warranty
/ quit claim deeds or any other deed, but not general warranty deeds, causing the transfer of title of the Mortgaged Property
to a party contracted to purchase same, escrow instructions and any all documents necessary to effect the transfer of REO Property.


 


The
undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as the undersigned might or could do as of [______].


 


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


The
Master Servicer hereby agrees to indemnify and hold Wells Fargo Bank, National Association, as Trustee, and its directors, officers,
employees and agents harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Trustee by reason or result of the misuse
of this Limited Power of Attorney by the Master Servicer. The foregoing indemnity shall survive the termination of this Limited
Power of Attorney and the Agreement or the earlier resignation or removal of Wells Fargo Bank, National Association, as Trustee
under the Agreement.


 


IN
WITNESS WHEREOF, Wells Fargo Bank, National Association, as Trustee has caused these presents to be signed and acknowledged in
its name and behalf by a duly elected and authorized signatory this [__] day of [__________].


 


	NO CORPORATE SEAL 	 	Wells Fargo Bank, National Association,
	 	 	as Trustee,
	 	 	For [______]
	 	 	 
	 	 	 By:	
	Witness:	 	 	, Vice
    President





 




    	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:


 


Rialto
Capital Advisors, LLC





790
NW 107th Avenue, 4th Floor





Miami,
Florida 33172





Attention:
Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer





Facsimile
Number: (305) 229-6425





Email:
liat.heller@rialtocapital.com, jeff.krasnoff@rialtocapital.com, niral.shah@rialtocapital.com, adam.singer@rialtocapital.com


 





	 






SPACE
ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED
POWER OF ATTORNEY


 


Wells
Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States and
having an office at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, not in its individual capacity but solely as Trustee
(in such capacity, the “Trustee”), hereby constitutes and appoints Rialto Capital Advisors, LLC (the “Special
Servicer”), as its true and lawful attorney-in-fact (the “Attorney-In-Fact”), and in its name, aforesaid
Attorney-In-Fact, by and through any duly appointed authorized representative appointed by the Board of Directors of the 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 the Attorney-In-Fact if such documents are required or the action is permitted under the terms of the
Pooling and Servicing Agreement, dated as of [____] (the “Pooling and Servicing Agreement”) between [____________],
Wells Fargo Bank, National Association, as Certificate Administrator (in such capacity, the “Certificate Administrator”)
and Trustee (in such capacity, the “Trustee”), and [____________], on behalf of the [___________], Commercial
Mortgage Pass-Through Certificates, Series 2017-[__] and no power is granted hereunder to take any action that would be adverse
to the interests of Wells Fargo Bank, National Association.


 


This
Limited Power of Attorney and the rights, powers and authority granted herein are coupled with an interest, and this Limited Power
of Attorney is being issued in connection with the Special Servicer’s responsibilities to service certain mortgage loans
(the “Mortgage Loans”) held by the Trustee. The Mortgage Loans are secured by collateral comprised of mortgages
or deeds of trust (the “Mortgages” and “Deeds of Trust” respectively), and other forms of
security instruments (collectively the “Security Instruments”), in each case, encumbering any and all real
and personal property delineated therein (the “Mortgaged Properties”) and the Notes secured thereby. Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 






    	Exhibit S-1 



     

    

 


1.       Demand,
sue for, recover, collect and receive each and every sum of money, debt, account and interest (which now is, or hereafter shall
become due and payable) belonging to or claimed by the Trustee, and to use or take any lawful means for recovery by legal process
or otherwise, including but not limited to the substitution of trustee serving under a Deed of Trust, the preparation and issuance
of statements of breach, notices of default, and/or notices of sale, accepting deeds in lieu of foreclosure, evicting (to the
extent allowed by federal, state or local laws) and foreclosing on the properties under the Security Instruments by judicial or
non-judicial foreclosure, actions for temporary restraining orders, injunctions, appointments of receiver, suits for waste, fraud
and any and all other tort, contractual or other claims of whatever nature, including execution of any evidentiary affidavits
or verifications in support thereof, as may be necessary or advisable in any bankruptcy action, state or federal suit or any other
action.


 


2.       Execute
and/or file such documents and take such other action as is proper and necessary to defend the Trustee in litigation and to resolve
any litigation where the Special Servicer has an obligation to defend the Trustee, including but not limited to dismissal, termination,
cancellation, rescission and settlement.


 


3.       Transact
business of any kind regarding 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.       Execute
any document or perform any act described in items (3), (4), and (5) in connection with the termination of the Trust as necessary
to transfer ownership of the affected Mortgage Loans to the entity (or its designee or assignee) possessing the right to obtain
ownership of the Mortgage Loans.


 






    	Exhibit S-2 



     

    

 


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 Mortgage Loans, where applicable,
or (ii) to an easement in favor of a public utility company or a government agency or unit with powers of eminent domain, including
but not limited to the execution of partial satisfactions and releases and partial reconveyances reasonably required for such
purpose, and the execution or requests to the trustees to accomplish the same.


 


10.       Convey
the Mortgaged Property to the mortgage insurer, or close the title to the Mortgaged 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 Mortgaged Property
to a party contracted to purchase same; escrow instructions; and any and all documents necessary to effect the transfer of REO
Property.


 


The
undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as the undersigned might or could do as of [date].


 


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


The
Special Servicer hereby agrees to indemnify and hold Wells Fargo Bank, National Association, as Trustee, and its directors, officers,
employees and agents harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Trustee by reason or result of the misuse
of this Limited Power of Attorney by the Special Servicer. The foregoing indemnity shall survive the termination of this Limited
Power of Attorney and the Pooling and Servicing Agreement or the earlier resignation or removal of Wells Fargo Bank, National
Association, as Trustee under the Agreement.


  


[SIGNATURE
PAGE FOLLOWS]



 






    	Exhibit S-3 



     

    

 


Witness
my hand and seal this            day of , 2017.


 





	NO CORPORATE SEAL 	 	 
	 	 	 
		 	Wells Fargo Bank, National Association,
	 	 	as Trustee,
	 	 	 
	 	 	For [______]
	 	 	 
	 	 	 By:	
	Witness:	 	 	,
    Vice President


  




    	Exhibit S-4 



     

    

 





	STATE OF	)
	 	)   ss.:
	COUNTY OF	)


 


On
________________________, before me, _________________________________ Notary Public, personally appeared ___________________________,
who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument
the person, or the entity upon behalf of which the person acted, executed the instrument.


 


I
certify under PENALTY OF PERJURY under the laws of the State of [______] that the foregoing paragraph is true and correct.


 


Witness
my hand and official seal.


 





	 	 
	 	Notary Public
	 	 
	[SEAL]	 


 


My
commission expires:





	 	 



  




    	Exhibit S-5 



     

    

 


EXHIBIT
S


 


INITIAL
COMPANION HOLDERS 


 


	Loan	Companion
    Holder
	Park
    Center Phase I	 

                                                                                                                         NOTE
                                         A-2

         

        Column
        Financial, Inc.

         

        Notice
        Address:

         

        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

        

	The
    Boulders Resort & Spa	 

        NOTE
        A-2

         

        Column
        Financial, Inc.

         

        Notice
        Address:

         

        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

        

	Allergan
    HQ	 

        NOTE
        B

         

        Hyundai
        Investments Global Professional Investors Private Real Estate Fund No. 6

         

        Notice
        Address:

        

        


Hyundai Investments Global Professional
Investors Private Real Estate Fund No. 6


6F Kyobo Securities Bldg 97


Uisadang-daero, Youngdeungpo-gu,
Republic of Korea






         

	JW
    Marriott Chicago	 

                                                                                NOTE
                                         A-2

                                                                                 

                                                                                Wells
                                         Fargo Bank, National Association for the holders of UBS Commercial Mortgage Trust 2017-C3,
                                         Commercial Mortgage Pass-Through

                                                                                




 






    	Exhibit S-6 



     

    

 


		

        

        Certificates,
        Series 2017-C3

         

        Notice
        Address:

         

        Wells
        Fargo Bank, National Association

        

        9062
Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services: UBS 2017-C3 

        with
        a copy to: cts.cmbs.bond.admin@wellsfargo.com

        

        trustadministrationgroup@wellsfargo.com

         

        NOTE
        A-3

         

        Natixis
        Real Estate Capital LLC

         

        Notice
        Address:

         

        Natixis
        Real Estate Capital LLC

        1251 Avenue of the Americas

        New York, New York 10020

        Attention: Real Estate Administration

         

        NOTE
        B-1-A

         

        Hyundai
        Star Private Real Estate Investment Trust 9

         

        Notice
        Address:

         

        


Shinhan Bank - New York Branch


600 3rd Avenue, 17th Floor


New York, NY 10016 USA






         

        NOTE
        B-1-B

         

        Woori
        Bank, New York Agency

         

        Notice
        Address:

         

        


Woori Bank, New York Agency


245 Park Avenue


New York, NY 10020






         

        NOTE
        B-2

         

        Hyundai
        Star Private Real Estate Investment Trust 9

         

        Notice
        Address:

         

        


Hyundai Star Private Real Estate Investment Trust 9


Kbiz Building


6F, Kbiz Building New Wing


30, Eunhaeng-ro, Yeongdeungpo-Gu, Seoul, Korea






        

	300
    Montgomery	NOTE
    A-2



 






    	Exhibit S-7 



     

    

 


		

        

        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

        

	Center
    78	 

        NOTE
        A-2

         

        Wells
        Fargo Bank, National Association for the holders of UBS Commercial Mortgage Trust 2017-C3, Commercial Mortgage Pass-Through
        Certificates, Series 2017-C3

         

        Notice
        Address:

         

        Wells
        Fargo Bank, National Association

         9062
        Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services: UBS 2017-C3

        

        with
        a copy to: cts.cmbs.bond.admin@wellsfargo.com

        

        trustadministrationgroup@wellsfargo.com

         

        NOTE
        B

         

        Center 78 B-Note Lender, LLC


Notice Address:


 

Center 78 B-Note Lender, LLC


c/o Bryan Cave, LLP


1290 Avenue of the Americas


New York, NY 10104






        

	Acropolis
    Garden	 

        NOTE
        A-1

         

        Wilmington
        Trust, National Association for the holders of CSAIL 2017-C8 Commercial Mortgage Trust, Commercial Mortgage Pass-Through
        Certificates, Series 2017-C8

         

        Notice
        Address:

        


         

        Wilmington
        Trust, National Association

        1100 North Market Street

        




 






    	Exhibit S-8 



     

    

 


	 	Wilmington,
    Delaware 19890

    Attention: CMBS Trustee CSAIL 2017-C8

    with a copy to: Telecopy number: (302) 636-4140

    Email: CMBSTrustee@wilmingtontrust.com
	Carolina
    Hotel Portfolio	 

        NOTE
        A-2

         

        Wilmington
        Trust, National Association for the holders of JPMCC Commercial Mortgage Securities Trust 2017-JP7, Commercial Mortgage
        Pass-Through Certificates, Series 2017-JP7

         

        

        Notice
        Address:

         

        Wilmington
        Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee JPMCC 2017-JP7

        with a copy to: Telecopy number: (302) 636-4140

        Email: CMBSTrustee@wilmingtontrust.com

        

	Apex
    Fort Washington	 

        NOTE
        A-1

         

        Wells
        Fargo Bank, National Association for the holders of JPMCC Commercial Mortgage Securities Trust 2017-JP6, Commercial Mortgage
        Pass-Through Certificates, Series 2017-JP6

         

        Notice
        Address:

         

        Wells
        Fargo Bank, National Association

        

        9062
        Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services: UBS 2017-C3

        

        with
        a copy to: cts.cmbs.bond.admin@wellsfargo.com

        trustadministrationgroup@wellsfargo.com

         

        NOTE
        A-3

         

        Wilmington
        Trust, National Association for the holders of JPMCC Commercial Mortgage Securities Trust 2017-JP7, Commercial Mortgage
        Pass-Through Certificates, Series 2017-JP7

         

        Notice
        Address:

        

        Wilmington
        Trust, National Association 

        




 






    	Exhibit S-9 



     

    

 


	 	1100
    North Market Street

    Wilmington, Delaware 19890

    Attention: CMBS Trustee JPMCC 2017-JP7

    with a copy to: Telecopy number: (302) 636-4140

    Email: CMBSTrustee@wilmingtontrust.com


  




    	Exhibit S-10 



     

    



 


EXHIBIT
T


 


FORM OF
NOTICE RELATING TO THE NON-SERVICED MORTGAGE LOAN


 


[Date]


 


[NON-SERVICED MORTGAGE LOAN PARTIES]


[ADDRESSES]


 


VIA FACSIMILE


 


		Re:	CSAIL
                                         2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX9



 


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 September 1, 2017 (the “CSAIL 2017-CX9
Pooling Agreement”) by and among Credit Suisse Commercial Mortgage Securities Corp., as depositor, KeyBank National
Association, as Master Servicer (in such capacity, the “[NON-SERVICED WHOLE LOAN] Mortgage Loan Master Servicer”),
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator (in such
capacity, the “Certificate Administrator”) and as Trustee, and Pentalpha Surveillance LLC, as asset representations
reviewer and as Operating Advisor. The Certificate Administrator hereby directs the Non-Serviced Master Servicer, as follows:]


 


The
Non-Serviced Master Servicer shall remit to the [NON-SERVICED WHOLE LOAN] Mortgage Loan Master Servicer all amounts payable to,
and forward, deliver or otherwise make available, as the case may be, to the [NON-SERVICED WHOLE LOAN] Mortgage Loan Master Servicer
all reports, statements, documents, communications, and other information that are to be forwarded, delivered or otherwise made
available to, the holder of the [NON-SERVICED WHOLE LOAN] Mortgage Loan (as such term is defined in the CSAIL 2017-CX9 Pooling
Agreement) under the [NON-SERVICED WHOLE LOAN] Intercreditor Agreement (as defined in the CSAIL 2017-CX9 Pooling Agreement).


 


Thank
you for your attention to this matter.


 




    	 	Exhibit T-1	 



     


    

 


Date:   _________________________


 


	 	Wells Fargo Bank,
               National Association, as Certificate Administrator for the Holders of the CSAIL 2017-CX9 Commercial Mortgage Trust,
               Commercial Mortgage Pass Through Certificates, Series 2017-CX9
	 	 	 
	 	By:	 
			Name:
	 	 	Title:








 




    	 	Exhibit T-2	 



     


    

 


EXHIBIT
U


 


FORM OF
NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


 


		To:	Fitch
                                         Ratings, Inc.

                                         33 Whitehall Street

                                         New York, New York 10004

                                         Attention: Commercial Mortgage Surveillance Group

                                         Facsimile No.: (212) 635-0295

                                         E-mail: info.cmbs@fitchratings.com



 


Kroll
Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

Email: cmbssurveillance@kbra.com


 


S&P Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

Email: cmbs_info_17g5@standardandpoors.com


 


		From:	Wells Fargo Bank, National Association,
                                         in its capacity as Master Servicer under the Pooling and Servicing Agreement dated as
                                         of September 1, 2017 (the “Pooling and Servicing Agreement”), by and
                                         among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National
                                         Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells
                                         Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha
                                         Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.



 


		Date:	_________, 20___



 


		Re:	CSAIL 2017-CX9 Commercial Mortgage
                                         Trust, Commercial Mortgage Pass Through Certificates, Series 2017-CX9

                                         

                                         Mortgage Loan (the “Mortgage Loan”) identified by loan number _____
                                         [and loan number [_______]] on the Mortgage Loan Schedule attached to the Pooling and
                                         Servicing Agreement and heretofore secured by the Mortgaged Properties identified on
                                         the Mortgage Loan Schedule by the following names:____________________

                                         ____________________



 






    	 	Exhibit U-1	 



     


    

 


Reference
is made to the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings
assigned to such terms in the Pooling and Servicing Agreement.


 


As
Servicer under the Pooling and Servicing Agreement, we hereby:


 


(a)       Notify
you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type
checked below:


 


____
a full defeasance of the entire principal balance of the Mortgage Loan; or


 


____
a partial defeasance of a portion of the principal balance of the Mortgage Loan that represents and, an allocated loan amount
of $____________ or _______% of the entire principal balance of the Mortgage Loan;


 


(b)       Certify
that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A hereto, which
exceptions the Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse effect on
the Mortgage Loan or the defeasance transaction:


 


(i)     
   The Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein
were satisfied in all material respects in completing the defeasance.


 


(ii)   
    The defeasance was consummated on __________, 20__.


 


(iii)       The
defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section 2(a)(16)
of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments for ‘AAA’
Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s Public Finance
Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal due at maturity
cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)    
  The Master Servicer received an opinion of counsel (from counsel approved by the Servicer in accordance with the Servicing
Standard) that the defeasance will not result in an Adverse REMIC Event.


 


(v)     
  The Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance
Obligor”) that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real
Estate Finance Criteria, as amended to the date of the defeasance (the “S&P Criteria”)) or is subject to
restrictions in its organizational documents substantially similar to those contained in the organization documents of the original
Borrower with respect to bankruptcy remoteness and single purpose as of the date of the defeasance, and after the defeasance owns
no assets other than the defeasance collateral and real property securing Mortgage Loans included in the pool.


 






    	 	Exhibit U-2	 



     


    

 


(vi)       The
defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P Criteria)
in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities intermediary
and has been pledged to the Trustee on behalf of the Trust.


 


(vii)      The
agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee on behalf
of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the proceeds of
the defeasance collateral directly to the Master Servicer’s collection account in the amounts and on the dates specified
in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed to the allocated
loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan documents (the
“Scheduled Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral only in Permitted
Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing the defeasance), (iv)
permit release of surplus defeasance collateral and earnings on reinvestment from the pledged securities account only after the
Mortgage Loan has been paid in full, if any such release is permitted, (v) prohibit transfers by the Defeasance Obligor of the
defeasance collateral and subordinate liens against the defeasance collateral, and (vi) provide for payment from sources other
than the defeasance collateral or other assets of the Defeasance Obligor of all fees and expenses of the securities intermediary
for administering the defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance
Obligor.


 


(viii)     The
Master Servicer received written confirmation from a firm of independent certified public accountants, who were approved by the
Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance collateral (without taking
into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments after
the defeasance including the payment in full of the Mortgage Loan (or the allocated portion thereof in connection with a partial
defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date), (ii) the revenues received
in any month from the defeasance collateral will be applied to make Scheduled Payments within four (4) months after the date of
receipt, and (iii) interest income from the defeasance collateral to the Defeasance Obligor in any calendar or fiscal year will
not exceed such Defeasance Obligor’s interest expense for the Mortgage Loan (or the allocated portion thereof in a partial
defeasance) for such year.


 


(ix) 
     The Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current
Report (as defined below). The entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______]
and five percent of pool balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the
date of the most recent Distribution Date Statement received by us (the “Current Report”).


 






    	 	Exhibit U-3	 



     


    

 


(x)   
    The Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses
a valid, perfected first priority security interest in the defeasance collateral and that the documents executed in connection
with the defeasance are enforceable in accordance with their respective terms.


 


(c)       
Certify that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the Defeasance
Obligor, and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)        Certify
that the individual under whose hand the Master Servicer has caused this Notice and Certification to be executed did constitute
a Servicing Officer as of the date of the defeasance described above.


 


(e)        Agree
to provide copies of all items listed in Exhibit B to you upon request.


 




    	 	Exhibit U-4	 



     


    

 


IN
WITNESS WHEREOF, the Master Servicer has caused this Notice and Certification to be executed as of the date captioned above.


 





	 	KeyBank
               national association
	 	 	 
	 	By:	 
			Name:
	 	 	Title:


 




    	 	Exhibit U-5	 



     


    

 


EXHIBIT
V


 


FORM
OF OPERATING ADVISOR ANNUAL REPORT1


 


Report
Date: After the occurrence and during the continuance of a Control Termination Event, this report will be delivered annually
no later than [INSERT DATE], pursuant to the terms and conditions of the Pooling and Servicing Agreement, dated as of September
1, 2017 (the “Pooling and Servicing Agreement”), among Credit Suisse Commercial Mortgage Securities Corp., as the
depositor, KeyBank National Association, as the master servicer, Rialto Capital Advisors, LLC, as the special servicer, Wells
Fargo Bank, National Association, as the certificate administrator, Wells Fargo Bank, National Association, as the trustee and
Pentalpha Surveillance LLC, as the operating advisor and the asset representations reviewer.

Transaction: CSAIL 2017-CX9 Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2017-CX9

Operating Advisor: Pentalpha Surveillance LLC

Special Servicer for period from [__] through [__]: Rialto Capital
Advisors, LLC

Directing Certificateholder: RREF III - D AIV RR, 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 a Final Asset Status Report.



 


		b.	Final
                                         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
                                         a Final Asset Status Report has been issued. The Final Asset Status Reports may not yet
                                         be fully implemented.



 


		2.	The
                                         Special Servicer has notified the Operating Advisor that it has completed a Major Decision
                                         with respect to [●] Specially Serviced Loans [INSERT AFTER AN OPERATING ADVISOR
                                         CONSULTATION EVENT: and [●] non-Specially Serviced Loans], and provided the Major
                                         Decision Reporting Package or Final Asset Status Report with respect to [●] Specially
                                         Serviced Loans [INSERT AFTER AN OPERATING ADVISOR CONSULTATION EVENT: and [●] non-Specially
                                         Serviced Loans] to the operating advisor.



 


		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 reported actions on the loans identified in this report.
Based solely on such limited review and subject to the assumptions, limitations and qualifications set forth herein, the Operating
Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer [is/is not] operating in compliance
with the Servicing Standard with respect to its performance of its duties under the Pooling and Servicing Agreement during the
prior calendar year on a “trust-level basis”. [The Operating


 










 



 


1       This
report is an indicative report and does not reflect the final form of annual report to be used in any particular year. The
Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject to
the compliance with the terms of the PSA, including, without limitation, provisions relating to Privileged
Information.


 



    	 	Exhibit V-1	 



     


    

 


Advisor
believes, in its sole discretion exercised in good faith, that the Special Servicer has failed to materially comply with the Servicing
Standard as a result of the following material deviations.]


 


		●	[LIST
                                         OF MATERIAL DEVIATION ITEMS]



 


In
addition, the Operating Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


[ADD
RECOMMENDATION OF REPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]


 


III.   List
of Items that Were Considered in Compiling this Report


 


In
rendering our assessment herein, we examined and relied upon the accuracy and completeness of the items listed below:


 


		1.	Any
                                         Major Decision Reporting Packages received from the Special Servicer.



 


		2.	Reports
                                         by the Special Servicer made available to Privileged Persons that are posted on the certificate
                                         administrator’s website that is relevant to the operating advisor’s obligations
                                         under the POOLING AND SERVICING AGREEMENT and certain information it has reasonably requested
                                         from the special servicer [AFTER AN OPERATING ADVISOR CONSULTATION EVENT:] and each Asset
                                         Status Report (after the occurrence and continuance of an Operating Advisor Consultation
                                         Event] and each Final Asset Status Report.



 


		3.	The
                                         Special Servicer’s assessment of compliance report, attestation report by a third
                                         party regarding the Special Servicer’s compliance with its obligations, and non-discretionary
                                         portions of net present value calculations, Collateral Deficiency Amount Calculations
                                         and Appraisal Reduction calculations.



 


		4.	[LIST
                                         OTHER REVIEWED INFORMATION]



 


		5.	[INSERT
                                         IF AFTER AN OPERATING ADVISOR CONSULTATION EVENT:] Consulted with the Special Servicer
                                         as provided under the Pooling and Servicing Agreement Asset Status Reports and Major
                                         Decision Reporting Packages or Asset Status Reports with respect to Major Decisions.



 


		6.	[INSERT
                                         IF AFTER AN OPERATING ADVISOR CONSULTATION EVENT:] 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.



 






    	 	Exhibit V-2	 



     


    

 


NOTE:
The Operating Advisor’s review of the above materials should be considered a limited investigation and not be considered
a full or limited audit, legal review or legal opinion. For instance, we did not review each page of the Special Servicer’s
policy and procedure manuals (including amendments and appendices), review underlying lease agreements or similar underlying documents,
re-engineer the quantitative aspects of their net present value calculation, visit any related property, visit the Special Servicer,
visit the Directing Certificateholder or interact with any borrower. In addition, our review of the net present value calculations,
Collateral Deficiency Amount Calculations and Appraisal Reduction 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.


 


IV.
Assumptions, Qualifications and Disclaimers Related to the Work Product Undertaken and Opinions Related to this Report


 


		1.	[As
                                         provided in the Pooling and Servicing Agreement, the Operating Advisor (i) is not required
                                         to report on instances of non-compliance with, or deviations from, the Servicing Standard
                                         or the special servicer’s obligations under the Pooling and Servicing Agreement
                                         that the Operating Advisor determines, in its sole discretion exercised in good faith,
                                         to be immaterial and (ii) will not be required to provide or obtain a legal opinion,
                                         legal review or legal conclusion.]



 


		2.	In
                                         rendering our assessment herein, we have assumed that all executed factual statements,
                                         instruments, and other documents that we have relied upon in rendering this assessment
                                         have been executed by persons with legal capacity to execute such documents.



 


		3.	Other
                                         than the receipt of any Major Decision Reporting Package, 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 or borrower directly. As such,
                                         the Operating Advisor relied upon the information delivered to it by the Special Servicer
                                         as well as its interaction with the Special Servicer, if any, in gathering the relevant
                                         information to generate this report. The services that we perform are not designed and
                                         cannot be relied upon to detect fraud or illegal acts should any exist.



 


		4.	The
                                         Special Servicer has the legal authority and responsibility to service any Specially
                                         Serviced Loans pursuant to the Pooling and Servicing Agreement. The Operating Advisor
                                         has no responsibility or authority to alter the standards set forth therein or the actions
                                         of the Special Servicer.



 


		5.	Confidentiality
                                         and other contractual limitations limit the Operating Advisor’s ability to outline
                                         the details or substance of any communication held between it and the Special Servicer
                                         regarding any Specially Serviced Loans and certain information it reviewed in connection
                                         with its duties under the Pooling and Servicing Agreement. As a result, this report may
                                         not reflect all the relevant information that the Operating Advisor is given access to
                                         by the Special Servicer.



 


		6.	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.



 


		7.	This
                                         report does not constitute recommendations to buy, sell or hold any security, nor does
                                         the Operating Advisor take into account market prices of securities or financial markets
                                         generally when performing its limited review of the Special Servicer as described above.
                                         The Operating Advisor does not have a fiduciary relationship with any Certificateholder
                                         or any other party or individual. Nothing is intended to or should be construed as creating
                                         a fiduciary relationship between the Operating Advisor and any Certificateholder, party
                                         or individual.



 






    	 	Exhibit V-3	 



     


    

 


Terms
used but not defined herein have the meaning set forth in the Pooling and Servicing Agreement.


 




    	 	Exhibit V-4	 



     


    

 


EXHIBIT
W


 


Form
of Notice from Operating Advisor Recommending Replacement of Special Servicer


 


Wells
Fargo Bank, National Association

as Trustee


9062
Old Annapolis Road


Columbia,
Maryland 21045


Attention:
Corporate Trust Services (CMBS) – CSAIL 2017-CX9


 


Wells
Fargo Bank, National Association

as Certificate Administrator


9062
Old Annapolis Road


Columbia,
Maryland 21045


Attention:
Corporate Trust Services


CSAIL
2017-CX9 Commercial Mortgage Trust


 


Rialto
Capital Advisors, LLC


790
NW 107th Avenue, 4th Floor


Miami,
Florida 33172


Attention:
Liat Heller


Email:
liat.heller@rialtocapital.com


 


with
a copy to:





Attention:
Jeff Krasnoff


Email:
jeff.krasnoff@rialtocapital.com


 


with
a copy to:


Attention:
Niral Shah


Email:
niral.shah@rialtocapital.com


 


with
a copy to:

Attention: Adam Singer

Email: adam.singer@rialtocapital.com


 


Attention:
Executive Vice President – Division Head


 


		Re:	CSAIL
                                         2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX9, 

                                         Recommendation of Replacement
                                         of Special Servicer



 






    	 	Exhibit W-1	 



     


    

 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 7.01(e) of the Pooling and Servicing Agreement, dated as of September 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and as Operating Advisor,
on behalf of the holders of CSAIL 2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2017-CX9
(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 Rialto Capital Advisors, 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 Rialto Capital Advisors, LLC be removed as Special Servicer and that [________]
be appointed its successor in such capacity.


 





	 	Very
               truly yours,
	 	 
	 	[The Operating Advisor]
	 	 	 
	 	By:	 
			Name:
	 	 	Title:
	 	 	 
	Dated:	 	 


 




    	 	Exhibit W-2	 



     


    

 


EXHIBIT
X


 


Form
of CONFIDENTIALITY Agreement


 


KeyBank
National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Email: keybank_notices@keybank.com


 


Rialto
Capital Advisors, LLC


790
NW 107th Avenue, 4th Floor


Miami,
Florida 33172


Attention:
Liat Heller

Email: liat.heller@rialtocapital.com


 


with
a copy to:

Attention: Jeff Krasnoff

Email: jeff.krasnoff@rialtocapital.com


 


with
a copy to:

Attention: Niral Shah

Email: niral.shah@rialtocapital.com


 


with
a copy to:

Attention: Adam Singer

Email: adam.singer@rialtocapital.com


 


		Re:	Access
                                         to Certain Information Regarding CSAIL 2017-CX9 Commercial Mortgage Trust, Commercial
                                         Mortgage Pass Through Certificates, Series 2017-CX9



 


Ladies
and Gentlemen:


 


Reference
is hereby made to that certain Pooling and Servicing Agreement dated as of September 1, 2017 (the “Pooling and Servicing
Agreement”), among the Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Trustee, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and as Operating Advisor. Defined
terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement.


 


KeyBank
National Association (“KeyBank”)/Rialto Capital Advisors, LLC (“Rialto”) 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


 






    	 	Exhibit X-1	 



     


    

 


[_____] [__], 20[__]

Page 2


 


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.


 


KeyBank/Rialto
will provide the Company with certain confidential, non-public servicing information (the “Confidential Information”)
pertaining to the Mortgage Loans and the related Mortgaged Properties and borrowers. The Company acknowledges that the Confidential
Information (a) includes or may be based upon information provided to KeyBank/Rialto by third parties, (b) may not have been verified
by KeyBank/Rialto, and (c) may be incomplete or contain inaccuracies. The Company agrees that KeyBank/Rialto, the [“Master
Servicer”/”Special Servicer”] (as defined in the Pooling and Servicing Agreement) and their respective
Representatives (as defined below) shall not have any liability to the Company or its Representatives resulting from (x) any inaccuracies
or omissions in the Confidential Information, (y) any use of the Confidential Information, or (z) KeyBank/Rialto’s failure
or inability to provide the Confidential Information to the Company for any reason. Notwithstanding the foregoing, the following
will not constitute “Confidential Information” for purposes of this letter agreement: (a) information that
was already in Company’s possession prior to its receipt from KeyBank/Rialto; (b) information that is obtained by Company
from a third person who, insofar as is known to Company, is not prohibited from transmitting the information to Company by a contractual,
legal or fiduciary obligation to KeyBank/Rialto; (c) information that is or becomes publicly available through no fault of Company;
and (d) information that is independently developed by Company. The term “Representatives” with respect to any entity
shall mean the officers, directors, general partners, employees, agents, affiliates, auditors and legal counsel (which may be
internal counsel) of that entity.


 


The
Company may have access to the Confidential Information through (at KeyBank/Rialto’s election): (i) responses to reasonable
written inquiries received from the Company, (ii) conference calls conducted on a reasonably scheduled basis with KeyBank/Rialto’s
surveillance group, or (iii) direct on-line access (read-only capacity) to the information available on the applicable [____]
system or any successor or replacement system (“System”). KeyBank/Rialto may cease or defer providing the Company
with Confidential Information in the event that (a) the Company or its Representatives violate any provision hereof, or (b) KeyBank/Rialto
determines (in its sole discretion) that such termination is necessary for any reason, including its determination that such action
is required pursuant to the terms of the Pooling and Servicing Agreement, the related Mortgage Loan documents, or any applicable
law. KeyBank/Rialto shall cease to provide the Company with Confidential Information if KeyBank/Rialto has actual knowledge that
the Company or its Representatives are affiliates of any borrower under the Mortgage Loan documents and KeyBank/Rialto determines
that the provision, notice or access to such Confidential Information would violate the accepted servicing practices or servicing
standards as defined in the Pooling and Servicing Agreement. The Company’s obligations and the restrictions applicable to
the protection of the Confidential Information hereunder shall survive the termination of the Company’s access to the Confidential
Information. KeyBank/Rialto’s remedies hereunder, at law or at equity, are cumulative and may be combined.


 






    	 	Exhibit X-2	 



     


    

 


[_____]
[__], 20[__]

Page 3


 


The
Company agrees that it will not, and it shall not permit its Representatives, to disclose the Confidential Information in any
manner whatsoever to any other person or entity, other than its Representatives (but only to the extent necessary to accomplish
the Permitted Purpose) who have a need to know the information, or as otherwise required by applicable law, court order or any
governmental agency or regulator. The Company acknowledges (i) its obligations under the U.S. federal securities laws, and (ii)
that any disclosure of the Confidential Information by it or its Representatives for any purpose other than a Permitted Purpose,
in addition to being a breach of this letter agreement, may constitute a violation of federal and state securities laws. The Company
will take reasonable measures to ensure that each Representative is advised of this letter agreement and agrees to keep the Confidential
Information confidential. The Company shall be liable for any breach of this letter agreement by its Representatives. Notwithstanding
the foregoing, the Company may subsequently provide all or any part of such Confidential Information to any other person or entity
that holds or is contemplating the purchase of any Certificate or interest therein, but only if such person or entity confirms
such ownership interest or prospective ownership interest and provided that, prior to the delivery of such Confidential
Information, such persons shall have executed and delivered to the Company an agreement that is substantially similar in form
and substance to this Agreement.


 


This
letter agreement shall be governed by and construed in accordance with the laws of the State of New York without the application
of conflict of laws principles. Anything herein to the contrary notwithstanding, KeyBank/Rialto intends at all times to comply
with the terms and provisions of the Pooling and Servicing Agreement and nothing in this letter agreement should be construed
to limit or qualify any of KeyBank/Rialto’s rights or obligations under the Pooling and Servicing Agreement. This letter
agreement may be executed in counterparts and by facsimile/Portable Document Format (PDF); each such counterpart shall be deemed
to be an original instrument, and all such counterparts together shall constitute one agreement.


 


This
agreement shall terminate with respect to the information received by the Company one year after the Company receives such information
or ceases to be a Certificateholder. Company agrees that this letter agreement supersedes and replaces and survives any click-through
agreement regarding confidentiality of Confidential Information agreed to in connection with accessing the System whether agreed
to in accessing the System before or after signing this letter agreement.


 




    	 	Exhibit X-3	 



     


    

 


Please
have an authorized signatory countersign in the space provided below to indicate the Company’s confirmation of, and agreement
to, the matters set forth herein.


 


	 	Very
               truly yours,
	 	 
	 	KEYBANK
               National Association
	 	 	 
	 	By:	 
			Name:
	 	 	Title:


 





	 	RIALTO
               CAPITAL ADVISORS, LLC
	 	 	 
	 	By:	 
			Name:
	 	 	Title:


 





	CONFIRMED AND
AGREED TO:	 
	 	 
	[COMPANY NAME]	 
	 	 	 
	By:	 	 
		Name:	 
	 	Title:	 


 




    	 	Exhibit X-4	 



     


    

 


EXHIBIT
Y


 


FORM
CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


CERTIFICATION


 


I,
[identifying the certifying individual], certify that:


 


		1.	I
                                         have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed
                                         in respect of the period covered by this report on Form 10-K of the CSAIL 2017-CX9 Commercial
                                         Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2017-CX9 (the “Exchange
                                         Act periodic reports”);



 


		2.	Based
                                         on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain
                                         any untrue statement of a material fact or omit to state a material fact necessary to
                                         make the statements made, in light of the circumstances under which such statements were
                                         made, not misleading with respect to the period covered by this report;



 


		3.	Based
                                         on my knowledge, all of the distribution, servicing and other information required to
                                         be provided under Form 10-D for the period covered by this report is included in the
                                         Exchange Act periodic reports;



 


		4.	Based
                                         on my knowledge and the servicer compliance statements required in this report under
                                         Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports,
                                         the servicers have fulfilled their obligations under the servicing agreements in all
                                         material respects; and



 


		5.	All
                                         of the reports on assessment of compliance with servicing criteria for asset-backed securities
                                         and their related attestation reports on assessment of compliance with servicing criteria
                                         for asset-backed securities required to be included in this report in accordance with
                                         Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included
                                         as an exhibit to this report, except as otherwise disclosed in this report. Any material
                                         instances of noncompliance described in such reports have been disclosed in this report
                                         on Form 10-K.



 


In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:
(A) KeyBank National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance 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, and Pentalpha Surveillance LLC, as Non-Serviced Operating Advisor of the
Westin Building Exchange Mortgage Loan, (C) KeyBank National Association, as Non-Serviced Master Servicer, Aegon


 






    	 	Exhibit Y-1	 



     


    

 


USA
Realty Advisors, LLC, as Non-Serviced Special Servicer, Wells Fargo Bank, National Association, as Non-Serviced Certificate Administrator,
Wells Fargo Bank, National Association, as Non-Serviced Trustee, and Park Bridge Lender Services LLC, as Non-Serviced Operating
Advisor of the Two Independence Square Mortgage Loan, (D) Wells Fargo Bank, National Association, as Non-Serviced Master Servicer,
Aegon USA Realty Advisors, LLC, as Non-Serviced Special Servicer, Wells Fargo Bank, National Association, as Non-Serviced Certificate
Administrator, Wells Fargo Bank, National Association, as Non-Serviced Trustee, and Trimont Real Estate Advisors, LLC, as Non-Serviced
Operating Advisor of the 245 Park Avenue Mortgage Loan, (E) Wells Fargo Bank, National Association, as Non-Serviced Master Servicer,
Aegon USA Realty Advisors, LLC, as Non-Serviced Special Servicer, Wells Fargo Bank, National Association, as Non-Serviced Certificate
Administrator, Wilmington Trust, National Association, as Non-Serviced Trustee, and Park Bridge Lender Services LLC, as Non-Serviced
Operating Advisor of the 85 Broad Street Mortgage Loan, (F) Wells Fargo Bank, National Association, as Non-Serviced Master Servicer,
Wells Fargo Bank, National Association, as Non-Serviced Special Servicer, Wells Fargo Bank, National Association, as Non-Serviced
Certificate Administrator and Wilmington Trust, National Association, as Non-Serviced Trustee of the West Town Mall Mortgage Loan
and (G) Midland Loan Services, a Division of PNC Bank, National Association, as Non-Serviced Master Servicer, Midland Loan Services,
a Division of PNC Bank, National Association, as Non-Serviced Special Servicer, Wells Fargo Bank, National Association, as Non-Serviced
Certificate Administrator and Wells Fargo Bank, National Association, as Non-Serviced Trustee, and Park Bridge Lender Services
LLC, as Non-Serviced Operating Advisor of the IC Leased Fee Hotel Portfolio Mortgage Loan.


 


Date:
_________________________


 


______________________________________

[NAME OF OFFICER]

(Senior officer in charge of securitization of the depositor)


 




    	 	Exhibit Y-2	 



     


    

 


EXHIBIT
Z-1


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


Credit
Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


		Re:	CSAIL
                                         2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX9, issued pursuant to the Pooling and Servicing Agreement dated as of September
                                         1, 2017 (the “Pooling and Servicing Agreement”), among Credit Suisse
                                         Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as
                                         Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank,
                                         National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance
                                         LLC, as Asset Representations Reviewer and as Operating Advisor. 



 


I,
[identity of certifying individual], hereby certify, with the knowledge and intent that this Certification will be relied upon
by the applicable Certification Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification
concerning the Trust, to be signed by an officer of the Depositor and/or (ii) in connection with the certification concerning
the trust related to an Other Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted
to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or an officer under my supervision) have reviewed the annual report on Form 10-K for the period ended December 31, 20[__] (the
“Form 10-K”) and all reports on Form 10-D and Form 8-K filed in respect of the period covered by the Form 10-K
of the Trust (collectively, with the Form 10-K, the “Reports”);


 


2.       Based
on my knowledge, the Reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by the Form 10-K;


 


3.       Based
on my knowledge, all of the distribution and other information required to be provided by the Certificate Administrator under
the Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Reports
and all of the distribution, servicing and other information provided to the Certificate Administrator by the trustee, the custodian,
the master servicer, the special servicer and the operating advisor


 






    	 	Exhibit Z-1-1	 



     


    

 


under
the Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Reports;


 


4.       I
(or an officer under my supervision) am responsible for reviewing the activities performed by the Certificate Administrator under
the Pooling and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Certificate
Administrator compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion
in the Form 10-K under Item 1123 of Regulation AB, and except as disclosed in the Reports, the Certificate Administrator has fulfilled
its obligations under the Pooling and Servicing Agreement in all material respects; and


 


5.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Certificate Administrator
or any Servicing Function Participant retained by the Certificate Administrator (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required to be included
in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as
an exhibit to the Form 10-K. Any material instances of noncompliance described in such reports have been disclosed in the Form
10-K and such assessment of compliance is fairly stated in all material respects.


 


This
Certification is being signed by me as an officer of the Certificate Administrator responsible for reviewing the activities performed
by the Certificate Administrator under the Pooling and Servicing Agreement.


 





	Dated:	 	 	 
	 	 	 	 
		 		Name:
	 	 	 	Title:


 




    	 	Exhibit Z-1-2	 



     


    

 


EXHIBIT
Z-2


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


Credit
Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


		Re:	CSAIL
                                         2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX9, issued pursuant to the Pooling and Servicing Agreement dated as of September
                                         1, 2017 (the “Pooling and Servicing Agreement”), among Credit Suisse
                                         Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as
                                         Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank,
                                         National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance
                                         LLC, as Asset Representations Reviewer and as Operating Advisor. 



 


I,
[identity of certifying individual], hereby certify, with the knowledge and intent that this Certification will be relied upon
by the applicable Certification Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification
concerning the Trust, to be signed by an officer of the Depositor and/or (ii) in connection with the certification concerning
the trust related to an Other Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted
to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided by the
Master Servicer in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the
period ended December 31, 20[__] (“Form 10-K”) and all information required to be provided by the Master Servicer
in accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed
in respect of the period covered by the Form 10-K of the Trust (collectively, with the Form 10-K, the “Reports”)
(such information provided by the Master Servicer, collectively, the “Master Servicer Periodic Information”);


 


2.       Based
on my knowledge, and assuming the accuracy of the statements required to be made by each Special Servicer in the special servicer
backup certificate delivered by each Special Servicer relating to the relevant period, the Master Servicer Periodic Information,
taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by the Form 10-K;


 






    	 	Exhibit Z-2-1	 



     


    

 


3.       Based
on my knowledge, and assuming the accuracy of the statements required to be made by each Special Servicer in the special servicer
backup certificate delivered by each Special Servicer relating to the relevant period, all of servicing and other information
required to be provided by the Master Servicer under the Pooling and Servicing Agreement for inclusion in the Reports for the
period covered by the Form 10-K is included in the Master Servicer Periodic Information;


 


4.       I
(or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Master Servicer under
the Pooling and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Master Servicer
compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in the Form
10-K under Item 1123 of Regulation AB, and except as disclosed in the Master Servicer Periodic Information, the Master Servicer
has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects;


 


5.       The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Master Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Master Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


6.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Master Servicer
or any Servicing Function Participant retained by the Master Servicer (the “Relevant Servicing Criteria”) and
their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling
and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances
of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance is
fairly stated in all material respects.


 


This
Certification is being signed by me as an officer of the Master Servicer responsible for reviewing the activities performed by
the Master Servicer under the Pooling and Servicing Agreement.


 


	Dated:	 	 	 
	 	 	 	 
		 		Name:
	 	 	 	Title:


 




    	 	Exhibit Z-2-2	 



     


    

 


EXHIBIT
Z-3


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


Credit
Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


		Re:	CSAIL
                                         2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX9, issued pursuant to the Pooling and Servicing Agreement dated as of September
                                         1, 2017 (the “Pooling and Servicing Agreement”), among Credit Suisse
                                         Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as
                                         Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank,
                                         National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance
                                         LLC, as Asset Representations Reviewer and as Operating Advisor. 



 


I,
[identity of certifying individual], hereby certify, with the knowledge and intent that this Certification will be relied upon
by the applicable Certification Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification
concerning the Trust, to be signed by an officer of the Depositor and/or (ii) in connection with the certification concerning
the trust related to an Other Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted
to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided by the
Special Servicer in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the
period ended December 31, 20[__] (“Form 10-K”) and all information required to be provided by the Special Servicer
in accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed
in respect of the period covered by the Form 10-K of the Trust (collectively with the Form 10-K, the “Reports”)
(such information provided by the Special Servicer, collectively, the “Special Servicer Periodic Information”);


 


2.       Based
on my knowledge, the Special Servicer Periodic Information, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 






    	 	Exhibit Z-3-1	 



     


    

 


3.       Based
on my knowledge, all servicing and other information required to be provided by the Special Servicer under the Pooling and Servicing
Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Special Servicer Periodic Information;


 


4.       I
(or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Special Servicer under
the Pooling and Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Special Servicer’s
compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in the Form
10-K under Item 1123 of Regulation AB, and except as disclosed in the Special Servicer Periodic Information, the Special Servicer
has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects;


 


5.       The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Special Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Special Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


6.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Special Servicer
or any Servicing Function Participant retained by the Special Servicer (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling
and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances
of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with
servicing criteria is fairly stated in all material respects.


 


This
Certification is being signed by me as an officer of the Special Servicer responsible for reviewing the activities performed by
the Special Servicer under the Pooling and Servicing Agreement.


 





	Dated:	 	 	 
	 	 	 	 
		 		Name:
	 	 	 	Title:


 




    	 	Exhibit Z-3-2	 



     


    

 


EXHIBIT
Z-4


 


Form
of Certification to be Provided

to Depositor by Trustee


 


Credit
Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


		Re:	CSAIL
                                         2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX9, issued pursuant to the Pooling and Servicing Agreement dated as of September
                                         1, 2017 (the “Pooling and Servicing Agreement”), among Credit Suisse
                                         Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as
                                         Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank,
                                         National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance
                                         LLC, as Asset Representations Reviewer and as Operating Advisor. 



 


I,
[identity of certifying individual], hereby certify, with the knowledge and intent that this Certification will be relied upon
by the applicable Certification Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification
concerning the Trust, to be signed by an officer of the Depositor and/or (ii) in connection with the certification concerning
the trust related to an Other Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted
to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or officers under my supervision) have reviewed the information required to be provided by the Trustee in accordance with the
Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form
10-K”) and all information required to be provided by the Trustee in accordance with the Pooling and Servicing Agreement
for inclusion in the reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K
of the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by the Trustee, collectively,
the “Trustee Periodic Information”);


 


2.       Based
on my knowledge, the Trustee Periodic Information, taken as a whole, does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 






    	 	Exhibit Z-4-1	 



     


    

 


3.       Based
on my knowledge, all information required to be provided by the Trustee under the Pooling and Servicing Agreement for inclusion
in the Reports for the period covered by the Form 10-K is included in the Trustee Periodic Information;


 


4.       I
(or officers under my supervision) am responsible for reviewing the activities performed by the Trustee under the Pooling and
Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Trustee’s compliance
statement to be delivered under Article XI of the Pooling and Servicing Agreement required for inclusion in the Form 10-K under
Item 1123 of Regulation AB, and except as disclosed in the Trustee Periodic Information, the Trustee has fulfilled its obligations
under the Pooling and Servicing Agreement in all material respects; and


 


5.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Trustee or any
Servicing Function Participant retained by the Trustee (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing
Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules
13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance
with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria
is fairly stated in all material respects.


 


This
Certification is being signed by me as an officer of the Trustee responsible for reviewing the activities performed by the Trustee
under the Pooling and Servicing Agreement.


 





	Dated:	 	 	 
	 	 	 	 
		 		Name:
	 	 	 	Title:


 




    	 	Exhibit Z-4-2	 



     


    

 


EXHIBIT
Z-5


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


 


Credit
Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


		Re:	CSAIL
                                         2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX9, issued pursuant to the Pooling and Servicing Agreement dated as of September
                                         1, 2017 (the “Pooling and Servicing Agreement”), among Credit Suisse
                                         Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as
                                         Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank,
                                         National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance
                                         LLC, as Asset Representations Reviewer and as Operating Advisor. 



 


I,
[identity of certifying individual], hereby certify, with the knowledge and intent that this Certification will be relied upon
by the applicable Certification Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification
concerning the Trust, to be signed by an officer of the Depositor and/or (ii) in connection with the certification concerning
the trust related to an Other Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted
to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or officers under my supervision) have reviewed the information required to be provided by the Operating Advisor in accordance
with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__]
(“Form 10-K”) and all information required to be provided by the Operating Advisor in accordance with the Pooling
and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered
by the Form 10-K of the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by
the Operating Advisor, collectively, the “Operating Advisor Periodic Information”);


 


2.       Based
on my knowledge, the Operating Advisor Periodic Information, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;






    	 	Exhibit Z-5-1	 



     


    

 


3.       Based
on my knowledge, all information required to be provided by the Operating Advisor under the Pooling and Servicing Agreement for
inclusion in the Reports for the period covered by the Form 10-K is included in the Operating Advisor Periodic Information;


 


4.       The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Operating Advisor with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Operating Advisor’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


5.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Operating Advisor
or any Servicing Function Participant retained by the Operating Advisor (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling
and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances
of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with
servicing criteria is fairly stated in all material respects.


 


This
Certification is being signed by me as an officer of the Operating Advisor responsible for reviewing the activities performed
by the Operating Advisor under the Pooling and Servicing Agreement.


 





	Dated:	 	 	 
	 	 	 	 
		 		Name:
	 	 	 	Title:


 




    	 	Exhibit Z-5-2	 



     


    

 


EXHIBIT
Z-6


 


Form
of Certification to be Provided

to Depositor by CUSTODIAN


 


Credit
Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


		Re:	CSAIL
                                         2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX9, issued pursuant to the Pooling and Servicing Agreement dated as of September
                                         1, 2017 (the “Pooling and Servicing Agreement”), among Credit Suisse
                                         Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as
                                         Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank,
                                         National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance
                                         LLC, as Asset Representations Reviewer and as Operating Advisor. 



 


I,
[identity of certifying individual], hereby certify, with the knowledge and intent that this Certification will be relied upon
by the applicable Certification Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification
concerning the Trust, to be signed by an officer of the Depositor and/or (ii) in connection with the certification concerning
the trust related to an Other Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted
to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or officers under my supervision) have reviewed the information required to be provided by the Custodian in accordance with the
Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form
10-K”) and all information required to be provided by the Custodian in accordance with the Pooling and Servicing Agreement
for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K
of the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by the Custodian,
collectively, the “Custodian Periodic Information”);


 


2.       Based
on my knowledge, the Custodian Periodic Information, taken as a whole, does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 






    	 	Exhibit Z-6-1	 



     


    

 


3.       Based
on my knowledge, all information required to be provided by the Custodian under the Pooling and Servicing Agreement for inclusion
in the Reports for the period covered by the Form 10-K is included in the Custodian Periodic Information;


 


4.       I
(or officers under my supervision) am responsible for reviewing the activities performed by the Custodian under the Pooling and
Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Custodian’s compliance
statement to be delivered under Article XI of the Pooling and Servicing Agreement required for inclusion in the Form 10-K under
Item 1123 of Regulation AB, and except as disclosed in the Custodian Periodic Information, the Custodian has fulfilled its obligations
under the Pooling and Servicing Agreement in all material respects; and


 


5.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Custodian or
any Servicing Function Participant retained by the Custodian (the “Relevant Servicing Criteria”) and their
related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing
Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules
13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance
with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria
is fairly stated in all material respects.


 


This
Certification is being signed by me as an officer of the Custodian responsible for reviewing the activities performed by the Custodian
under the Pooling and Servicing Agreement.


 





	Dated:	 	 	 
	 	 	 	 
		 		Name:
	 	 	 	Title:


 




    	 	Exhibit Z-6-2	 



     


    

 


EXHIBIT
Z-7


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


Credit
Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


		Re:	CSAIL
                                         2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX9, issued pursuant to the Pooling and Servicing Agreement dated as of September
                                         1, 2017 (the “Pooling and Servicing Agreement”), among Credit Suisse
                                         Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as
                                         Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank,
                                         National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance
                                         LLC, as Asset Representations Reviewer and as Operating Advisor. 



 


I,
[identity of certifying individual], hereby certify, with the knowledge and intent that this Certification will be relied upon
by the applicable Certification Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification
concerning the Trust, to be signed by an officer of the Depositor and/or (ii) in connection with the certification concerning
the trust related to an Other Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted
to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or officers under my supervision) have reviewed the information required to be provided by the Asset Representations Reviewer
in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December
31, 20[__] (“Form 10-K”) and all information required to be provided by the Asset Representations Reviewer
in accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed
in respect of the period covered by the Form 10-K of the Trust (collectively with the Form 10-K, the “Reports”)
(such information provided by the Asset Representations Reviewer, collectively, the “Asset Representations Reviewer Periodic
Information”); and


 


2.       Based
on my knowledge, the Asset Representations Reviewer Periodic Information, taken as a whole, does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by the Form 10-K; and


 






    	 	Exhibit Z-7-1	 



     


    

 


3.       Based
on my knowledge, all information required to be provided by the Asset Representations Reviewer under the Pooling and Servicing
Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Asset Representations Reviewer
Periodic Information.


 


This
Certification is being signed by me as an officer of the Asset Representations Reviewer responsible for reviewing the activities
performed by the Asset Representations Reviewer under the Pooling and Servicing Agreement.


 





	Dated:	 	 	 
	 	 	 	 
		 		Name:
	 	 	 	Title:


 




    	 	Exhibit Z-7-2	 



     


    

 





EXHIBIT
AA


 


Servicing
Criteria

to be Addressed in Assessment of Compliance


 


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including,
without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). For the avoidance of doubt, for purposes of this
Exhibit AA, other than with respect to Item 1122(d)(2)(iii), references to Servicer below shall include any Sub-Servicer
engaged by a Servicer or Special Servicer.


 


	APPLICABLE
    Servicing Criteria 	applicable
    PARTY
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Certificate
        Administrator


        Master
        Servicer

        Special Servicer


	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Certificate
        Administrator


        Master
        Servicer

        Special Servicer


	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master
        Servicer


        Special
        Servicer

        Custodian (as applicable)


	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Certificate
        Administrator


        Master
        Servicer

        Special Servicer


	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator


 





	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Master
    Servicer

    Special Servicer

    Trustee (as applicable)1


 





 



 


1 Only
to the extent that the Trustee was required to make an Advance pursuant to the Pooling and Servicing Agreement during the applicable
calendar year.


 


    Exhibit AA-1 


     


    
 


	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Certificate
        Administrator


        Master
        Servicer

        Special Servicer


	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Certificate
        Administrator


        Master
        Servicer

        Special Servicer


	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
        Administrator


        Master
        Servicer

        Special Servicer


	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days
    after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed
    and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling
    items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number
    of days specified in the transaction agreements.	Certificate
        Administrator


        Master
        Servicer

        Special Servicer


	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and
    other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms
    specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations;
    and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number
    of mortgage loans serviced by the Reporting Servicer.	Certificate
    Administrator

    Operating Advisor (with respect to A and B)
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

    Master Servicer

    Special Servicer
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	Master
    Servicer
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master
    Servicer

    Special Servicer



 






    Exhibit AA-2 


     


    

 


	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
        Servicer

        Operating Advisor




	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
    Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts):  (A) such funds are analyzed, in accordance
    with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction
    agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan
    documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of
    the related mortgage loans, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
    is maintained as set forth in the transaction agreements.	N/A


 


At all times that the
Certificate Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 


At all times that the
Master Servicer and the Special Servicer are the same entity, the Master Servicer and the Special Servicer may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 






    Exhibit AA-3 


     


    

 





EXHIBIT
BB


 


ADDITIONAL
FORM 10-D DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement to disclose to the Depositor
and the Certificate Administrator (or the Master Servicer, to the extent specified in Section 11.04 of the Pooling and Servicing
Agreement) any information described in the corresponding Form 10-D Item described in the “Item on Form 10-D” column
to the extent such party has knowledge (and in the case of net operating income information, financial statements, annual operating
statements, budgets and/or rent rolls required to be provided in connection with Item 6 below, possession) of such information
(other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information with respect
to itself that is set forth in or omitted from the Prospectus), in the absence of specific notice to the contrary from the Depositor
or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in
its capacity as such) shall be entitled to assume that there is no “significant obligor” other than a party or property
identified as such in the Prospectus and to assume that no other party or property will constitute a “significant obligor”
after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required to provide any information for
inclusion in a Form 10-D that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer is not the Master
Servicer or the Special Servicer, as the case may be. For this CSAIL 2017-CX9 Pooling and Servicing Agreement, each of the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume
that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of
Regulation AB.





 


	Item on Form 10-D	Party Responsible
	
        Item 1: Distribution and Pool Performance Information:

         

        ●     Item
        1121(a)(13) of Regulation AB

        ●     Item
        1121(a)(14) of Regulation AB

         
	
        ●     Certificate
        Administrator

         

        ●     Depositor

	
        Item 1A: Asset-Level Information

         

        ●     Item
        1111(h) of Regulation AB

        ●     Item
        1125 of Regulation AB

         
	
        ●     Each
        Mortgage Loan Seller (as to its Mortgage Loans for any period prior to the reporting period applicable to the first Form 10-D filed
        with respect to the Trust)

         

        ●     Master
        Servicer

         

	Item 1B: Asset Representations Reviewer and Investor Communication:	
        ●     Certificate
        Administrator

         

        ●     Depositor



 






    Exhibit BB-1 


     


    

 


	
        ●     Item
        1121(d) of Regulation AB

        ●     Item
        1121(e) of Regulation AB

         
	●     Asset Representations Reviewer
	
        Item 2: Legal Proceedings:

         

        ●     Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that
        are material to security holders)
	
        ●     Master
        Servicer (as to itself)

         

        ●     Special
        Servicer (as to itself)

         

        ●     Certificate
        Administrator (as to itself)

         

        ●     Trustee
        (as to itself)

         

        ●     Depositor
        (as to itself)

         

        ●     Operating
        Advisor (as to itself)

         

        ●     Asset
        Representations Reviewer (as to itself)

         

        ●     Any
        other Reporting Servicer (as to itself)

         

        ●     Trustee/Certificate
        Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ●     Each
Mortgage Loan Seller as to itself in its capacity as a sponsor (as defined in Regulation AB)

         

        ●     Originators
        under Item 1110 of Regulation AB

         

        ●     Party
        under Item 1100(d)(1) of Regulation AB

	Item 3: Sale of Securities and Use of Proceeds 

                                                                                 
	●     Depositor
	Item 4: Defaults Upon Senior Securities 

                                                                                 
	●     Certificate Administrator
	Item 5: Submission of Matters to a Vote of Security Holders 

                                                                                 
	●     Certificate Administrator
	
        Item 6: Significant Obligors of Pool Assets:

         

        ●     Item
        1112(b) of Regulation AB
	
        ●     Master
        Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         



 



    Exhibit BB-2 


     


    




 


	
        provided, however, that all of the
        following conditions shall apply:

         

        (a) information shall be required to be reported only with
        respect to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall consist of such
        quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable),
        and quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared
        by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement;
        provided, however, that for a significant obligor under item 1101(k)(2) of Regulation AB, only net operating income
        for the most recent fiscal year and interim period is required and, if such information for a prior period was required but not
        previously reported, such information for such prior period; and

         

        (c) the information shall be reportable in the Form 10-D
        that relates to the Distribution Date that immediately follows the Collection Period in which the information was received or prepared
        by the “Party Responsible” as described in clause (b) above.

         
	
         

        ●     Special
        Servicer (as to REO Properties)

	
        Item 7: Change in Sponsor Interest in the Securities:

        

        Item 1124 of Regulation AB.

         
	Each Mortgage Loan Seller (as sponsor (as defined in Regulation AB)
	
        Item 8: Significant Enhancement Provider Information:

         

        ●     Item
        1114(b)(2) and Item 1115(b) of Regulation AB

         
	●     Depositor
	Item 9: Other Information, but only to the	●     Certificate Administrator, Trustee, Master


 






    Exhibit BB-3 


     


    

 


	extent of any information that meets all the following conditions: (a) such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD, (b) such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such information was not previously reported as “Additional Form 8-K Disclosure”.	
        Servicer and/or Special Servicer, in each case
        to the extent that such party is the “Party Responsible” with respect to such information pursuant to Exhibit DD.

         

        ●     Certificate
        Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account
        as of the related Distribution Date and the preceding Distribution Date)

        ●     Master
        Servicer (with respect to the balances of each REO Account (to the extent the related information has been received from the Special
        Servicer within the time period specified in Section 11.04 of the Pooling and Servicing Agreement) and the Collection Account as
        of the related Distribution Date and the preceding Distribution Date)

        ●     Special
        Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding Distribution Date)

        ●     Any
        other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e) of Regulation
        AB to the extent material to Certificateholders)
	 
	
        Item 9: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No. 3(i) and
        3(ii) of Item 601 of Regulation S-K)
	●     Depositor	 
	
        Item 9: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	
        ●     Certificate
        Administrator

        ●     Depositor

         

        provided, in each case, that this shall in no event
        be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

        provided further, in each case, that in the
        event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall
        be the responsible party.
	 
	Item 9: Exhibits (no. 10):	●     Certificate Administrator, Trustee, Master	 


 






    Exhibit BB-4 


     


    

 


	
         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)
	Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.	 
	
        Item 9: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to a Vote of
        Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the party that is the “Party Responsible”
        with respect to Item 5 above elects to publish a report containing the information required by such Item 5 above and also elects
        to report the information on Form 10-D by means of filing the published report and answering Item 5 by referencing the published
        report.
	●     The applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.	 
	
        Item 9: Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item
        601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D) that is incorporated
        by reference in the Depositor’s registration statement.
	●     Depositor	 
	
        Item 9: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation
        S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a
        party, is signed pursuant to a power of attorney.
	●     Certificate Administrator 	 
	
        Item 9: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
        S-K)
	●     Not Applicable.	 
	Item 9: Exhibits (no. 100)	●     Not Applicable.	 


 






    Exhibit BB-5 


     


    

 


	
         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation
        S-K).
	 
	Item 9: Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions: (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K); provided, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the responsible party for this Item 9.


 






    Exhibit BB-6 


     


    




EXHIBIT
CC


ADDITIONAL
FORM 10-K DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.05 of the Pooling and Servicing Agreement to disclose to the Depositor
and the Certificate Administrator any information described in the corresponding Form 10-K Item described in the “Item on
Form 10-K” column to the extent such party has knowledge (and in the case of net operating income information, financial
statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with 1112(b) below, possession)
of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer
and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information
with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific notice to the contrary
from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to assume that there is no “significant obligor” other than a
party or property identified as such in the Prospectus and to assume that no other party or property will constitute a “significant
obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required to provide any
information for inclusion in a Form 10-K that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer
is not the applicable Master Servicer or Special Servicer, as the case may be. For this CSAIL 2017-CX9 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 2017-CX9 transaction) between itself (that is, the particular “Party Responsible”) or any of its affiliates,
        on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the
        Trust; provided, however, that a relationship, agreement, arrangement, transaction or understanding (A) must be reported
        only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s
        understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in
        the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(c)
        of Regulation AB,

         

        but only the existence and (if existent) a description (including
        the terms and approximate dollar amount) of any specific relationship involving or related to the Series 2017-CX9 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 2017-CX9 transaction) between itself (that is, the particular “Party Responsible”), on the one hand,
        and any one or more of the parties listed under the preceding item as a “Party Responsible”, on the other; provided,
        however, that a relationship, agreement, arrangement, transaction or understanding (A) must be reported only if it then
        exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding
        of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus
        or if it was
	
        ●     The
        Depositor

        ●     Each
        Mortgage Loan Seller



 






    Exhibit CC-6 


     


    

 


	
        previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(c)
        of Regulation AB,

         

        but only the existence and (if existent) a description (including
        the terms and approximate dollar amount) of any specific relationship involving or related to the Series 2017-CX9 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 CSAIL 2017-CX9 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





600 South 4th Street,
7th Floor





MAC: N9300-070





Minneapolis, Minnesota 55479





Attention: Certificate Transfer
Services – CSAIL 2017-CX9


 


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
September 1, 2017 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor (the “Depositor”), KeyBank National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Pentalpha Surveillance 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.	[None]



 




    Exhibit FF-1


     


    

 


EXHIBIT
GG


 


SERVICING
FUNCTION PARTICIPANTS


 


None





 




    Exhibit GG-1


     


    

 


EXHIBIT
HH


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



CSAIL 2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2017-CX9 (the “Trust”)


 


I, [identifying the certifying individual], on behalf of [KeyBank
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] (the “Certifying Servicer”),
certify to Credit Suisse Commercial Mortgage Securities Corp. and its officers, directors and affiliates, and with the knowledge
and intent that they will rely upon this certification, that:


  


		1.	I (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s activities
during [the preceding calendar year] [between [__] and [__]] (the “Reporting Period”) and the Certifying Servicer’s
performance under the Pooling and Servicing Agreement; and



 


		2.	To the best of my knowledge, based on such review, the Certifying Servicer has fulfilled all of
its obligations under the Pooling and Servicing Agreement in all material respects during the Reporting Period. [To my knowledge,
the Certifying Servicer has failed to fulfill the following obligations under the Pooling and Servicing Agreement: [SPECIFY EACH
SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].



 


	Date:	 	 






 


[KeyBank
National Association, as Master Servicer]

[Rialto Capital Advisors, LLC, as Special Servicer]

[Wells Fargo Bank, National Association, as Certificate Administrator]

[Wells Fargo Bank, National Association, as Trustee]


  


	By:	 	 
	 	Name:	 
	 	Title:	 






 




    Exhibit HH-1


     


    

 


EXHIBIT
II


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


 


[Name of Reporting Servicer]
(the “Reporting Servicer”) is responsible for assessing compliance with the servicing criteria applicable to
it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December 31, 20[__] (the “Reporting
Period”), as set forth in Exhibit AA to the Pooling and Servicing Agreement. The transactions covered by this report
include asset-backed securities transactions for which the Reporting Servicer acted as [a master servicer, special servicer, trustee,
certificate administrator, operating advisor] involving commercial mortgage loans [other than __________________1]
(the “Platform”);


 


The Reporting Servicer has engaged certain
vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”) to perform specific,
limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance with the servicing
criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on Schedule A;


 


Except as set forth in paragraph 4 below,
the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with
the applicable servicing criteria;


 


The criteria listed in the column titled
“Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the Reporting Servicer based on the activities
it performs, directly or through its Vendors, with respect to the Platform;


 


The Reporting Servicer has complied, in
all material respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect
to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December
31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria
as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on
Schedule B hereto]; and


 


[____], a registered public accounting
firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance with the applicable servicing
criteria for the Reporting Period.


 


1 Describe any permissible exclusions,
including those permitted under telephone interpretation 17.04 (i.e. transactions registered prior to compliance with Regulation
AB, transactions


 






    Exhibit II-1


     


    

 


involving an offer and sale of asset-backed securities that were not required to be issued), if applicable.


 


[Date of Certification]





	 	 	 
	 	[Name
of Reporting Servicer]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:









 




    Exhibit II-2


     


    

 


EXHIBIT
JJ


 


CREFC®
PAYMENT INFORMATION


 


Payments shall be made to “CRE Finance Council”
and sent to:





Commercial Real Estate Finance Council, Inc.





900 7th Street, NW, Suite 820





Washington, DC 20001





Attn: President


 


or by wire transfer to:


 


Account Name: Commercial Real Estate Finance Council (CREFC®)





Bank Name: Chase





Bank Address: 80 Broadway, New York, NY 10005





Routing Number: 021000021





Account Number: 213597397


 




    Exhibit JJ-1


     


    

 


EXHIBIT
KK


 


Form
of Notice of ADDITIONAL  


INDEBTEDNESS
NOTIFICATION


 


VIA E-MAIL:





To: Wells Fargo Bank, National Association, as Certificate
Administrator; cts.cmbs.bond.admin@wellsfargo.com and trustadministrationgroup@wellsfargo.com 


 


Ref: CSAIL 2017-CX9, Additional Debt Notice for Form 10-D


 


The following information is being furnished to you for inclusion
on Form 10-D pursuant to Sections 3.18(g) and 11.04(a) of the Pooling and Servicing Agreement


 


	 	Portfolio
    Name	Mortgage
    Loan	Position
    in Debt Stack	Additional
    Debt	OPB	OPB
    Date	Appraised
    Value	Appraised
    Value Date	Aggregate
    LTV	Aggregate
    NCF DSCR	Aggregate
    NCF DSCR Date	Primary
    Servicer	Master
    Servicer	Lead
    Servicer	Prospectus
    ID
	1	 	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	 	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	 	 	 	$

        
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	 	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	 	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	 	 	 	$

        
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	 	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	 	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	 	 	 	$

        
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 



 



    Exhibit KK-1


     


    

 


EXHIBIT
LL


 


[RESERVED]


 




    Exhibit LL-1


     


    

 


EXHIBIT
MM


 


ADDITIONAL
DISCLOSURE NOTIFICATION (ACCOUNTS)


 


INSTRUCTIONS:


 


FOR ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO: cts.sec.notifications@wellsfargo.com


 


FOR ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT
MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association

      as Certificate Administrator





600 South 4th Street,
7th Floor





MAC: N9300-070





Minneapolis, Minnesota 55479





Attention: Certificate Transfer
Services – CSAIL 2017-CX9


 


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 September 1, 2017
(the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as
Depositor (the “Depositor”), KeyBank National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Pentalpha Surveillance LLC, as Asset Representations Reviewer and as Operating Advisor, the undersigned, as [               ], hereby notifies
you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


  


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


 


[With respect to the Collection Account and REO Account balance
information:


 


	Account Name	
        Beginning Balance as of 

        

        MM/DD/YYYY

        
	
        Ending Balance as of  

        MM/DD/YYYY 

	Collection Account	 	 
	REO Account	 	 


 


    Exhibit MM-1


     


    

 


List of any Attachments hereto to be included in the Additional
Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed
to [                              ], phone number: [                              ]; email address: [                              ].





	 	 	 
	 	[NAME OF PARTY], 

as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:








 


cc: Depositor


 




    Exhibit MM-2


     


    

 


EXHIBIT
NN


 


Form
of Transferee NOTICE PURSUANT TO 3.23(a)


 


[Date]


 





KeyBank National Association 


11501 Outlook Street, Suite 300 


Overland Park, Kansas 66211 


Attention: Michael Tilden 


Email: keybank_notices@keybank.com


  


Wells Fargo Bank, National Association


as Certificate Administrator 


9062 Old Annapolis Road 


Columbia, Maryland 21045 


Attention: Corporate Trust
Services (CMBS) - CSAIL 2017-CX9


  


Rialto Capital Advisors, LLC 


790 NW 107th Avenue, 4th Floor 


Miami, Florida 33172 


Attention: Liat Heller

Email: liat.heller@rialtocapital.com


 


 with a copy to:

Attention: Jeff Krasnoff

Email: jeff.krasnoff@rialtocapital.com


  


with a copy to:

Attention: Niral Shah

Email: niral.shah@rialtocapital.com


 


with a copy to:

Attention: Adam Singer

Email: adam.singer@rialtocapital.com


 


Pentalpha Surveillance LLC 


375 N. French Road, Suite
100 


Amherst, New York 14228 


Attention: CSAIL 2017-CX9—Transaction
Manager 


with a copy sent via e-mail
to: notices@pentalphasurveillance.com (with CSAIL 2017-CX9 in the subject line)


 






    Exhibit NN-1


     


    




  


CSAIL
2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2017-CX9 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of September
1, 2017, by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master
Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and as Operating Advisor 


 


This letter is delivered to you, pursuant
to Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer by ____________ (the “Transferor”)
to us (the “Transferee”) of $__________________ original principal balance in the Class [__] Certificates, representing
[_____]% of the Class [__] Certificates. The Certificates were issued pursuant to the Pooling and Servicing Agreement.


 


		1.	Our name and address is as follows:






	 
	 
	 
	 
	Contact Info: [Tel/Email]








 


		2.	[IF APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator,
that we are purchasing a majority interest in the Class [__] Certificates, and that we are not affiliated with the Transferor.
To the extent that any Control Event or Consultation Termination Event has occurred due to a waiver of a prior Class [__]
Certificateholder of its rights under the Pooling and Servicing Agreement, we hereby request that you reinstate such rights and
post a “special notice” on your website to the following effect:



 


“A Consultation Termination
Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer of a majority interest of
the Controlling Class to an unaffiliated third party which has terminated any waiver by the prior Holder.


 


All capitalized terms
used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.


 






    Exhibit NN-2


     


    







	 	 	 
	 	Very truly yours,
	 	 	 
	 	 	(Transferee)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:









 




    Exhibit NN-3


     


    

 


EXHIBIT
OO


 


FORM OF ASSET REVIEW REPORT BY THE 

ASSET REPRESENTATIONS REVIEWER1


 


To: [Addresses of Recipients]


 


	 	Re:	[                              ] Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series [                               ]


 


Ladies and Gentlemen:


 


In accordance with
Section 12.01 of the Pooling and Servicing Agreement, dated as of September 1, 2017 (the “Pooling and Servicing Agreement”),
the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has performed
an Asset Review on each Delinquent Loan identified in accordance with the terms of the PSA, and is hereby issuing the following
Asset Review Report.


 


	 	1.	We have performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the PSA and our conclusion is that there is [no evidence of a failed Test][evidence of [•] failed Tests as specifically detailed on the scorecard attached hereto as Exhibit A] with respect to the Delinquent Loans.  
	 	 	 


	 	2.	A conclusion by the Asset Representations Reviewer of a passed Test or a failed Test shall not constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to determine every instance of noncompliance.
	 	 	 


	 	
        3.

         

        

         
	
        The Asset Representations Reviewer, other
        than forwarding this report to the persons listed above, will not be required to take or participate in any other or further action
        with respect to the aforementioned Asset Review Report.


        


	 	4.	Capitalized words and phrases used herein
        shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.


 


	 	 	 	 
	 	PENTALPHA SURVEILLANCE LLC,
as Asset Representations Reviewer 









	 	 	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 	 	 





  



    Exhibit OO-1


     


    







 





  1 This report is an indicative report,
and the Asset Representations Reviewer will have the ability to modify or alter the organization and content of this report, subject
to compliance with the terms of the Pooling and Servicing Agreement, including without limitation, provisions relating to Privileged
Information.


 


Exhibit A


 


Detailed Scorecard

[Template Example Below]


 





	Test
                                         failures

         

	Loan
    #	Loan
    Name	Mortgage
    Loan Seller	R&W
    

    #	R&W
    Name	Test
    Description	Findings
	[Insert
    Loan Number]	[Insert
    Loan Name]	[Insert
    Mortgage Loan Seller]	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 September 1, 2017 (the “Pooling and Servicing Agreement”),
the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has performed
an Asset Review on each Delinquent Loan identified in accordance with the terms of the PSA, and is hereby issuing the following
Asset Review Report Summary.










 


	 	1.	We have performed an Asset Review on each Delinquent Loan identified in accordance with the
    terms of the PSA and our conclusion is that there is [no evidence of a failed Test][evidence of [•] failed Tests as
    identified     on the summary scorecard attached hereto as Exhibit A] with respect to the Delinquent Loans.


	 	 	 
	 	2.	A conclusion by the Asset Representations Reviewer of a passed Test or a failed Test shall not constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to determine every instance of noncompliance.


	 	 	 
	 	3.	The Asset Representations Reviewer, other than forwarding this Asset Review Report Summary to the parties listed above, will not be required to take or participate in any other or further action with respect to the aforementioned Asset Review Report Summary.


	 	 	 
	 	4.	Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.










 


	 	PENTALPHA
SURVEILLANCE LLC, as Asset Representations Reviewer
	 	 
	 	 	By:	 	 	 	 	 
	 	 	Name:	 	 	 	 
	 	 	Title:	 	 	 	 	 


 






    Exhibit PP-3


     


    




 



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-4


     


    



 


EXHIBIT
QQ


 


ASSET
REVIEW PROCEDURES


 


Pursuant
to the terms and subject to the conditions set forth in the Pooling and Servicing Agreement (“PSA”), the Asset
Representations Reviewer (“Asset Representations Reviewer”) shall perform an Asset Review with respect to each
representation and warranty made by the related Mortgage Loan Seller only with respect to each Delinquent Loan in accordance with
the procedures set forth below (each such procedure, a “Test”); provided, however, the Asset
Representations Reviewer may, but is under no obligation to, modify any Test and/or associated Review Materials described in this
Exhibit QQ if, and only to the extent, the Asset Representations Reviewer determines pursuant to the Asset Review Standard
that it is necessary to modify such Test and/or such associated Review Materials in order to facilitate its Asset Review in accordance
with the Asset Review Standard. Capitalized terms used herein but not defined herein have the meaning set forth in the PSA or,
solely with respect to a representation and warranty, the meaning set forth in the related mortgage loan purchase agreement (the
“MLPA”). For the avoidance of doubt, in connection with the performance of the following Tests:


 


		(A)	With
                                         respect to any representation and warranty that includes a knowledge qualifier (e.g.,
                                         to the Mortgage Loan Seller’s knowledge, etc.), the Asset Representations Reviewer
                                         shall not be responsible for any investigation or review beyond that set forth in the
                                         applicable Test related to such representation and warranty;



 


		(B)	With
                                         respect to any representation and warranty that includes the examination of an insurance
                                         policy or Title Policy, the Asset Representations Reviewer will be permitted to engage
                                         a qualified consultant to perform a review of the applicable policy, and will be allowed
                                         to rely upon the conclusions of the consultant when making a determination as to whether
                                         there is a Test pass.



 


		(C)	The
                                         Asset Representations Reviewer shall be under no duty to provide or obtain a legal opinion,
                                         legal review or legal conclusion;



 


		(D)	Unless
                                         otherwise provided in the Test, the “as of” date for the testing of a representation
                                         is as of the Closing Date;



 


		(E)	Unless
                                         otherwise provided in the Test, if there is more than one version of the same document
                                         with respect to a particular Mortgage Loan or Mortgaged Property, the document that will
                                         be used by the Asset Representations Reviewer in testing is the document that is dated
                                         as of the Closing Date or, if none, the document closest prior to the Closing Date;



 


		(F)	With
                                         respect to each representation and warranty and its related Test(s), the Asset Representations
                                         Reviewer shall take into account any exceptions to such representation and warranty described
                                         in the Mortgage Loan Purchase Agreement with respect to a Mortgage Loan, and a Test pass
                                         shall be deemed to have occurred with respect to such



 






     Exhibit QQ-1


     


    

 


Test
if the sole reason for not satisfying the applicable Test is caused by such exception(s);


 


		(G)	Evidence
                                         of a failure of a Test could result from (i) an affirmative determination by the Asset
                                         Representations Reviewer that the Test failed to achieve a Test pass, or (ii) a determination
                                         by the Asset Representations Reviewer that the documentation included in the Review Materials
                                         (after making such request for any missing documents in the manner provided for in the
                                         PSA) is not sufficient to perform the Test; and



 


		(H)	A
                                         determination by the Asset Representations Reviewer of a Test pass or a Test failure
                                         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.



 


The
Asset Representations Reviewer will only be required to perform the Tests described in this Exhibit QQ, and will not be
obligated to perform additional procedures on any Delinquent Loan, even if a different set of procedures or Review Materials could
produce a different outcome. Notwithstanding the required Tests, the Asset Representations Reviewer will not be required to review
any information other than (1) Review Materials specified in the related Test and (2) if applicable, Unsolicited Information.
The Asset Representations Reviewer may, but is under no obligation to, consider Unsolicited Information relevant to the Tests
subject to the terms of the PSA. If the Asset Representations Reviewer considers Unsolicited Information, the Asset Representations
Reviewer shall take into account such Unsolicited Information, in addition to the Review Materials referred to in the applicable
Test(s) procedure when making a determination as to whether there is a Test pass.


 






     Exhibit QQ-2


     


    

 





	Representations
                                         and Warranties
	Test
	Review
                                         Materials

	1.    Complete
                                         Servicing File. All documents comprising the Servicing File will be or have been
                                         delivered to the master servicer with respect to each Mortgage Loan by the deadlines
                                         set forth in the PSA and/or MLPA.
	1

         
	Review
                                         the Servicing File to determine if it includes a signed custodian certification that
                                         does not contain any exceptions reported. If so determined, it will be a Test pass.
	Servicing
                                         File; Custodian certification

	2.    Whole
                                         Loan; Ownership of Mortgage Loans. Except with respect to a Mortgage Loan that is
                                         part of a Whole Loan, each Mortgage Loan is a whole loan and not an interest in a mortgage
                                         loan. Each Mortgage Loan is a senior portion (or a pari passu portion of a senior portion)
                                         of a whole mortgage loan evidenced by a senior note. Immediately prior to the sale, transfer
                                         and assignment to depositor, no Mortgage Note or Mortgage was subject to any assignment
                                         (other than assignments to the mortgage loan seller), participation (other than a Mortgage
                                         Loan that is part of a Whole Loan) or pledge, and the mortgage loan seller had good and
                                         marketable title to, and was the sole owner of, each Mortgage Loan free and clear of
                                         any and all liens, charges, pledges, encumbrances, participations (other than with respect
                                         to agreements among noteholders with respect to a Whole Loan) (subject to certain agreements
                                         regarding servicing and/or defeasance successor borrower rights as provided in the PSA,
                                         subservicing agreements permitted thereunder and that certain Servicing Rights Purchase
                                         Agreement, dated as of the Closing Date between the master servicer and the mortgage
                                         loan seller), any other ownership interests and other interests on, in or to such Mortgage
                                         Loan (subject to certain agreements regarding servicing and/or defeasance successor borrower
                                         rights as provided in the PSA, subservicing agreements permitted thereunder and that
                                         certain Servicing Rights Purchase Agreement, dated as of the Closing Date between the
                                         master servicer and the mortgage loan seller). The mortgage loan seller has full right
                                         and authority to sell, assign and transfer each Mortgage Loan, and the assignment to
                                         depositor constitutes a legal, valid and binding assignment of such Mortgage Loan free
                                         and clear of any and all liens, pledges, charges or security interests of any nature
                                         encumbering such Mortgage Loan (subject to certain agreements regarding servicing and/or
                                         defeasance successor borrower rights as provided in the PSA, subservicing agreements
                                         permitted thereunder and that certain Servicing Rights Purchase

         
	2a

         
	Except
                                         with regard to each Mortgage Loan that is part of a Whole Loan, review the amounts listed
                                         on the original Mortgage Note and Mortgage to determine if they match the amounts listed
                                         on the Mortgage Loan Schedule. If the amounts are the same, then such Mortgage Loan would
                                         be considered a whole loan. If there is more than one property then the Mortgage for
                                         each property would be need to be aggregated. If so determined, it will be a Test pass.

         
	Mortgage
                                         Note; Mortgage; Mortgage Loan Schedule

         

	2b

         
	If
                                         the Mortgage Loan is a Serviced Mortgage Loan or Non- Serviced Mortgage Loan, review
                                         the Mortgage(s), Mortgage Note, loan agreement related to the Mortgage Loan (“Loan
                                         Agreement”), Mortgage Loan guaranty, Assignment of Leases, and Environmental
                                         Indemnification Agreement (collectively, the “Mortgage Loan Documents”)
                                         or intercreditor agreement to determine if it is a senior portion (or a pari passu portion
                                         of a senior portion) of a whole Mortgage Loan evidenced by a senior note. If so determined,
                                         it will be a Test pass.

         
	Mortgage
                                         Loan Documents; Intercreditor agreement

         

	2c

         
	Review
                                         any notice previously delivered by the master servicer or the special servicer, as applicable,
                                         of any alleged defect or breach with respect to any Delinquent Loan (collectively, the
                                         “MS Servicer Notices”) for a notation or other indication of any claim
                                         or assertion regarding the Mortgage Loan Seller not having good and marketable title
                                         to, or not being the sole owner of, the Mortgage Loan, free and clear of any and all
                                         liens, charges, pledges, encumbrances, participations (other than with respect to agreements
                                         among Mortgage Noteholders with respect to a Whole Loan), any other ownership interests
                                         and other interests on, in or to such Mortgage Loan (subject to certain agreements regarding
                                         servicing and/or defeasance successor
	MS
                                         Servicer Notices

         




 


     Exhibit QQ-3


     


    
 


	Agreement,
                                         dated as of the Closing Date between the master servicer and the mortgage loan seller).

         
	 	borrower
                                         rights as provided in the PSA, subservicing agreements permitted thereunder and that
                                         certain Servicing Rights Purchase Agreement, dated as of the Closing Date between the
                                         Master Servicer and the Mortgage Loan Seller ). If such a notation or other indication
                                         is not found, it will be a Test pass.
	 
	2d

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         regarding the Mortgage Loan Seller not having the full right and authority to sell, assign
                                         and transfer the Mortgage Loan. If such a notation or other indication is not found,
                                         it will be a Test pass.
	MS
                                         Servicer Notices

         

	2e

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         regarding the assignment to the Depositor not constituting a legal, valid and binding
                                         assignment of such Mortgage Loan as described in the last sentence of representation
                                         and warranty 2. If such a notation or other indication is not found, it will be a Test
                                         pass.
	MS
                                         Servicer Notices

         

	3.    Loan
                                         Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a
                                         separate instrument), guaranty and other agreement executed by or on behalf of the related
                                         Mortgagor, guarantor or other obligor in connection with such Mortgage Loan is the legal,
                                         valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject
                                         to any non-recourse provisions contained in any of the foregoing agreements and any applicable
                                         state anti-deficiency or market value limit deficiency legislation), as applicable, and
                                         is enforceable in accordance with its terms, except as such enforcement may be limited
                                         by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other
                                         similar laws affecting the enforcement of creditors’ rights generally and (ii)
                                         general principles of equity (regardless of whether such enforcement is considered in
                                         a proceeding in equity or at law and except that certain provisions in such Mortgage
                                         Loan documents (including, without limitation, provisions requiring the payment of default
                                         interest, late fees or prepayment/yield maintenance premiums) may be further limited
                                         or rendered unenforceable by applicable law, but (subject to the limitations set forth
                                         above) such limitations or unenforceability will not render such Mortgage Loan documents
	3a

         
	Review
                                         the opinion of Mortgagor’s counsel (“Mortgagor’s Counsel Opinion”)
                                         to determine if it contains language indicating that the related Mortgage Note, Mortgage,
                                         assignment of leases (if a separate instrument), guaranty and other agreement executed
                                         by or on behalf of the related Mortgagor, guarantor or other obligor in connection with
                                         such Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor,
                                         guarantor or other obligor (subject to any non-recourse provisions contained in any of
                                         the foregoing agreements and any applicable state anti-deficiency or market value limit
                                         deficiency legislation), as applicable, and is enforceable in accordance with its terms,
                                         except as specified in representation and warranty 3. If so determined, it will be a
                                         Test pass.
	Mortgagor’s
                                         Counsel Opinion

         

	3b

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         regarding rights of offset, defenses, counterclaims or rights of rescission available
                                         to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages
                                         or other Mortgage Loan
	MS
                                         Servicer Notices

         




 


     Exhibit QQ-4


     


    
 




	invalid
                                         as a whole or materially interfere with the mortgagee’s realization of the principal
                                         benefits and/or security provided thereby) (clauses (i) and (ii) collectively, the “Insolvency
                                         Qualifications”).

                                                                                                                                                                

                                                                                                                                                               Except
                                         as set forth in the immediately preceding sentences, there is no valid offset, defense,
                                         counterclaim or right of rescission available to the related Mortgagor with respect to
                                         any of the related Mortgage Notes, Mortgages or other Mortgage Loan documents, including,
                                         without limitation, any such valid offset, defense, counterclaim or right based on intentional
                                         fraud by the mortgage loan seller in connection with the origination of the Mortgage
                                         Loan, that would deny the mortgagee the principal benefits intended to be provided by
                                         the Mortgage Note, Mortgage or other Mortgage Loan documents.
	 	Documents,
                                         except with respect to any Insolvency Qualifications. If such a notation or other indication
                                         is not found, it will be a Test pass.
	 
	4.    Mortgage
                                         Provisions. The Mortgage Loan documents for each Mortgage Loan contain provisions
                                         that render the rights and remedies of the holder thereof adequate for the practical
                                         realization against the Mortgaged Property of the principal benefits of the security
                                         intended to be provided thereby, including realization by judicial or, if applicable,
                                         nonjudicial foreclosure subject to the limitations set forth in the Insolvency Qualifications.
	4

         
	Review
                                         the Mortgage Loan Documents and Mortgagor’s Counsel Opinion to determine if the
                                         Mortgage Loan Documents contain provisions that render the rights and remedies of the
                                         holder thereof adequate for the practical realization against the Mortgaged Property
                                         of the principal benefits of the security intended to be provided thereby, including
                                         realization by judicial or, if applicable, nonjudicial foreclosure subject to the limitations
                                         set forth in the Insolvency Qualifications. If so determined, it will be a Test pass.
	Mortgage
                                         Loan Documents; Mortgagor’s Counsel Opinion

	5.    Hospitality
                                         Provisions. The Mortgage Loan documents for each Mortgage Loan that is secured by
                                         a hospitality property operated pursuant to a franchise agreement includes an executed
                                         comfort letter or similar agreement signed by the Mortgagor and franchisor of such property
                                         enforceable by the issuing entity against such franchisor, either directly or as an assignee
                                         of the originator. The Mortgage or related security agreement for each Mortgage Loan
                                         secured by a hospitality property creates a security interest in the revenues of such
                                         property for which a UCC financing statement has been filed in the appropriate filing
                                         office.
	5a

         
	Review
                                         the appraisals to determine if any of the properties are specifically identified as hospitality
                                         properties. If so, review the Mortgage File to determine if there exists a franchise
                                         agreement and executed comfort letter or other similar agreement signed by the Mortgagor
                                         and franchisor that is enforceable by the issuing entity against such franchisor, either
                                         directly or as an assignee of the originator. If so determined with respect to each part
                                         of the Test, it will be a Test pass.
	Appraisal;
                                         franchise agreement; Comfort letter or similar agreement signed by or from such franchisor

	5b

         
	If
                                         the appraisals specifically identify any Mortgaged Properties as hospitality properties,
                                         review the security agreement for each Mortgaged Property to determine if there are provisions
                                         related to creating a security interest in the revenues of such property. Also, review
                                         the Mortgage File 
	UCC
                                         filing; Appraisal; Mortgage File




 


     Exhibit QQ-5


     


    
  





	 	 	to determine
                                                                                                                                                  if there exist filed copies (bearing evidence of filing) or evidence of filing of any
                                                                                                                                                  related UCC financing statements, related amendments and continuation statements. If
                                                                                                                                                  so determined with respect to each part of this Test, it will be a Test pass.
	 
	6.    Mortgage
                                         Status; Waivers and Modifications. Since origination and except by written instruments
                                         set forth in the related Mortgage File or as otherwise provided in the related Mortgage
                                         Loan documents (a) the material terms of such Mortgage, Mortgage Note, Mortgage Loan
                                         guaranty, and related Mortgage Loan documents have not been waived, impaired, modified,
                                         altered, satisfied, canceled, subordinated or rescinded in any respect; (b) no related
                                         Mortgaged Property or any portion thereof has been released from the lien of the related
                                         Mortgage in any manner which materially interferes with the security intended to be provided
                                         by such Mortgage or the use or operation of such Mortgaged Property; and (c) neither
                                         Mortgagor nor guarantor has been released from its obligations under the Mortgage Loan.
                                         The material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty, and related
                                         Mortgage Loan documents have not been waived, impaired, modified, altered, satisfied,
                                         canceled, subordinated or rescinded in any respect since September 6, 2017.

         
	6a

         
	Review
                                         the Mortgage Loan Documents and MS Servicer Notices to determine if the material terms
                                         of such documents have been waived, impaired, modified, altered, satisfied, cancelled,
                                         subordinated or rescinded in any respect, except by written instruments set forth in
                                         the related Mortgage File. If not so determined, it will be a Test pass.
	Mortgage
                                         Loan Documents; MS Servicer Notices

         

	6b

         
	Review
                                         the MS Servicer Notices and Mortgage Loan Documents to determine if a related mortgaged
                                         property, or any portion thereof, has been released from the lien of the related Mortgage
                                         in any manner which materially interferes with the security intended to be provided by
                                         such Mortgage or the use or operation of such Mortgaged Property. If not so determined,
                                         it will be a Test pass.
	MS
                                         Servicer Notices; Mortgage Loan Documents

         

	6c

         
	Review
                                         the MS Servicer Notices for a notation or other indication that either the Mortgagor
                                         or Guarantor has been released from its obligations under any Mortgage Loan. If such
                                         a notation or other indication is not found, it will be a Test pass.
	MS
                                         Servicer Notices

         

	7.    Lien;
                                         Valid Assignment. Subject to the Insolvency Qualifications, each endorsement and
                                         assignment of Mortgage and assignment of Assignment of Leases (if a separate instrument
                                         from the Mortgage) from the mortgage loan seller constitutes a legal, valid and binding
                                         endorsement or assignment from the mortgage loan seller. Each related Mortgage and Assignment
                                         of Leases is freely assignable without the consent of the related Mortgagor. Each related
                                         Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s
                                         fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged
                                         Property in the principal amount of such Mortgage Loan or Allocated Cut-off Date Loan
                                         Amount (subject only to Permitted Encumbrances (as defined below)), except as the

         
	7a

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         regarding any endorsement and assignment of Mortgage and Assignment of Leases not constituting
                                         a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, subject
                                         to the Insolvency Qualifications. If such a notation or other indication is not found,
                                         it will be a Test pass.
	MS
                                         Servicer Notices

         

	7b

         
	Review
                                         the Mortgage for each property and the Assignment of Leases for each property for provisions
                                         to the effect that the related Mortgage and Assignment of Leases is not freely assignable
                                         without the consent of the related Mortgagor. If no such provision is found, it will
                                         be a Test pass.
	Mortgage;
                                         Assignment of Leases

         





 


     Exhibit QQ-6


     


    
 





	enforcement
                                         thereof may be limited by the Insolvency Qualifications. Such Mortgaged Property (subject
                                         to Permitted Encumbrances) as of origination was, and as of the Cut-off Date to the mortgage
                                         loan seller’s knowledge, is free and clear of any recorded mechanics’ liens,
                                         recorded materialmen’s liens and other recorded encumbrances, and to the mortgage
                                         loan seller’s knowledge and subject to the rights of tenants, no rights exist which
                                         under law could give rise to any such lien or encumbrance that would be prior to or equal
                                         with the lien of the related Mortgage, except those which are insured against by a lender’s
                                         title insurance policy (as described below). Any security agreement, chattel mortgage
                                         or equivalent document related to and delivered in connection with the Mortgage Loan
                                         establishes and creates a valid and enforceable lien on property described therein subject
                                         to Permitted Encumbrances, except as such enforcement may be limited by Insolvency Qualifications
                                         subject to the limitations described in representation and warranty 11 below. Notwithstanding
                                         anything herein to the contrary, no representation is made as to the perfection of any
                                         security interest in rents or other personal property to the extent that possession or
                                         control of such items or actions other than the filing of Uniform Commercial Code financing
                                         statements is required in order to effect such perfection.

         

        The
        assignment of the Mortgage Loans to the depositor validly and effectively transfers and conveys all legal and beneficial
        ownership of the Mortgage Loans to the depositor free and clear of any pledge, lien, encumbrance or security interest
        (subject to certain agreements regarding servicing as provided in the PSA, subservicing agreements permitted thereunder
        and that certain Servicing Rights Purchase Agreement, dated as of the Closing Date between the master servicer and the
        mortgage loan seller).
	7c

         
	Review
                                         the title policy (as defined in representation and warranty 8, the “Title Policy”)
                                         to determine if the Mortgage is a first lien on the Mortgagor’s interest in the
                                         Mortgaged Property. Compare the amount of the Title Policy to the principal amount of
                                         the Mortgage Loan or Allocated Cut-off Date Loan Amount to determine they are equivalent.
                                         If each such determination is made, it will be a Test pass.
	Title
                                         Policy

         

	7d

         
	Review
                                         the Title Policy to determine if the Mortgaged Property was free and clear of any recorded
                                         mechanics’ liens, recorded materialmen’s liens and other recorded encumbrances.
                                         If so determined, it will be a Test pass.

        	Title
                                         Policy

         

	7e

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         that, as of the Cut-off Date, the Mortgage Loan Seller had knowledge that the Mortgaged
                                         Property was not free and clear of any recorded mechanics’ liens, recorded materialmen’s
                                         liens and other recorded encumbrances. If such a notation or other indication is not
                                         found, it will be a Test pass.
	MS
                                         Servicer Notices

         

	7f

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         that, subject to the rights of tenants, there are rights existing which under law could
                                         give rise to any such lien or encumbrance that would be prior to or equal with the lien
                                         of the related Mortgage, except those which are insured against by a lender’s title
                                         insurance policy. If such a notation or other indication is not found, it will be a Test
                                         pass.
	MS
                                         Servicer Notices

         

	7g

         
	Review
                                         the Title Policy to determine if any security agreement, chattel mortgage or equivalent
                                         document related to and delivered in connection with the Mortgage Loan establishes and
                                         creates a valid and enforceable lien on property described therein subject to Permitted
                                         Encumbrances, except as such enforcement may be limited by Insolvency Qualifications
                                         subject to the limitations described in representation and warranty 11 below. The foregoing
                                         excludes the perfection of any security interest in rents or other personal property
                                         to the extent that possession
	Title
                                         Policy

         





 






     Exhibit QQ-7


     


    

 





	 	 	or
                                         control of such items or actions other than the filing of a UCC financing statements
                                         is required in order to effect such perfection. If so determined, it will be a Test pass.
	 
	7h

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         that the Mortgage Loan Seller did not have good and marketable title free and clear of
                                         any pledge, lien, encumbrance or security interest. If such a notation or other indication
                                         is not found, it will be a Test pass.
	MS
                                         Servicer Notices

         

	7i

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         that the Mortgage Loan Seller was not the sole owner of any Mortgage Loan, or that the
                                         Mortgage Loan was not free and clear of any pledge, lien, encumbrance or security interest.
                                         If such a notation or other indication is not found, it will be a Test pass.
	MS
                                         Servicer Notices

         

	7j

         
	Review
                                         the MS Servicer Notices for a notation or other indication of claim or assertion that
                                         the assignment did not validly and effectively transfer and convey all legal and beneficial
                                         ownership of any Mortgage Loans to the Depositor free and clear of any pledge, lien,
                                         encumbrance or security interest. If such a notation or other indication is not found,
                                         it will be a Test pass. 
	MS
                                         Servicer Notices

         

	8.    Permitted
                                         Liens; Title Insurance. Each Mortgaged Property securing a Mortgage Loan is covered
                                         by an American Land Title Association loan title insurance policy or a comparable form
                                         of loan title insurance policy approved for use in the applicable jurisdiction (or, if
                                         such policy is yet to be issued, by a pro forma policy, a preliminary title policy with
                                         escrow instructions or a “marked up” commitment, in each case binding on
                                         the title insurer) (the “Title Policy”) in the original principal amount
                                         of such Mortgage Loan (or with respect to a Mortgage Loan secured by multiple properties,
                                         an amount equal to at least the allocated loan amount with respect to the Title Policy
                                         for each such property) after all advances of principal (including any advances held
                                         in escrow or reserves), that insures for the benefit of the owner of the indebtedness
                                         secured by the Mortgage, the first-priority lien of the Mortgage, which lien is subject
                                         only to (a) the lien
	8a

         
	Review
                                         the Title Policy to determine if it is an American Land Title Association loan title
                                         insurance policy or another comparable form of loan title insurance policy approved for
                                         use in the applicable jurisdiction. Review to determine if the amount of the policy covers
                                         the amount of the Mortgage Loan, or for multiple properties, an amount equal to the allocated
                                         loan amount after all advances of principal. If so determined with respect to each part
                                         of this Test, it will be a Test pass. 
	Title
                                         Policy; Mortgage Loan Documents

         

	8b

         
	Review
                                         the Title Policy to determine if the first-priority lien of the Mortgage is subject only
                                         to Permitted Encumbrances. If so determined, it will be a Test pass. 
	Title
                                         Policy

         

	8c

         
	Review
                                         the Title Policy to determine if any Permitted
	Title
                                         Policy

         








 






     Exhibit QQ-8


     


    

 





	of
                                         current real property taxes, water charges, sewer rents and assessments not yet due and
                                         payable; (b) covenants, conditions and restrictions, rights of way, easements and other
                                         matters of public record specifically identified in the Title Policy; (c) the exceptions
                                         (general and specific) and exclusions set forth in such Title Policy; (d) other matters
                                         to which like properties are commonly subject; (e) the rights of tenants (as tenants
                                         only) under leases (including subleases) pertaining to the related Mortgaged Property
                                         which the Mortgage Loan documents do not require to be subordinated to the lien of such
                                         Mortgage; and (f) if the related Mortgage Loan constitutes a cross-collateralized Mortgage
                                         Loan, the lien of the Mortgage for another Mortgage Loan contained in the same cross-collateralized
                                         group, provided that none of which items (a) through (f), individually or in the aggregate,
                                         materially interferes with the value, current use or operation of the Mortgaged Property
                                         or the security intended to be provided by such Mortgage or with the current ability
                                         of the related Mortgaged Property to generate net cash flow sufficient to service the
                                         related Mortgage Loan or the Mortgagor’s ability to pay its obligations when they
                                         become due (collectively, the “Permitted Encumbrances”). Except as
                                         contemplated by clause (f) of the preceding sentence none of the Permitted Encumbrances
                                         are mortgage liens that are senior to or coordinate and co-equal with the lien of the
                                         related Mortgage. Such Title Policy (or, if it has yet to be issued, the coverage to
                                         be provided thereby) is in full force and effect, all premiums thereon have been paid
                                         and no claims have been made by the mortgage loan seller thereunder and no claims have
                                         been paid thereunder. Neither the mortgage loan seller, nor to the mortgage loan seller’s
                                         knowledge, any other holder of the Mortgage Loan, has done, by act or omission, anything
                                         that would materially impair the coverage under such Title Policy. Each Title Policy
                                         contains no exclusion for, or affirmatively insures (except for any Mortgaged Property
                                         located in a jurisdiction where such affirmative insurance is not available in which
                                         case such exclusion may exist), (a) that the Mortgaged Property shown on the survey is
                                         the same as the property legally described in the Mortgage, and (b) to the extent that
                                         the Mortgaged Property consists of two or more adjoining parcels, such parcels are contiguous.

         
	 	Encumbrance
                                         is a mortgage lien that is senior to or coordinate and co-equal to the lien of the related
                                         Mortgage, other than as contemplated by item (f) in the definition of Permitted Encumbrances.
                                         If not so determined, it will be a Test pass.
	 
	8d

         
	Review
                                         the Title Policy and MS Servicer Notices for a notation or other indication that the
                                         coverage is not in full force and effect, that all premiums thereon have not been paid
                                         or that claims have been made by any Mortgage Loan Seller. If no such notation or other
                                         indication is found, it will be a Test pass.
	Title
                                         Policy; MS Servicer Notices

         

	8e

         
	Review
                                         the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller,
                                         or any other holder of the Mortgage Loan, has done, by act or omission, anything that
                                         would materially impair the coverage under such policy. If such a notation or other indication
                                         is not found, it will be a Test pass.
	MS
                                         Servicer Notices

         

	8f

         
	Review
                                         the Title Policy to determine if the Title Policy contains no exclusion for, or affirmatively
                                         insures (except for any Mortgaged Property located in a jurisdiction where such affirmative
                                         insurance is not available in which case such exclusion may exist), that the Mortgaged
                                         Property shown on the survey is the same as the property legally described in the Mortgage.
                                         If so determined, it will be a Test pass.
	Title
                                         Policy

         

	8g

         
	Review
                                         the Title Policy to determine if the Title Policy contains no exclusion for, or affirmatively
                                         insures (except for any Mortgaged Property located in a jurisdiction where such affirmative
                                         insurance is not available in which case such exclusion may exist), to the extent that
                                         the Mortgaged Property consists of two or more adjoining parcels, such parcels are contiguous.
                                         If so determined, it will be a Test pass.
	Title
                                         Policy

         

	9.    Junior
                                         Liens. It being understood that B notes secured by the same Mortgage as a Mortgage
                                         Loan are not subordinate mortgages or
	9a

         
	Review
                                         the Title Policy to determine if there is any subordinate mortgage or junior lien encumbering
                                         the
	Title
                                         Policy

         








 






     Exhibit QQ-9


     


    

 





	junior
                                         liens, there are no subordinate mortgages or junior liens encumbering the related Mortgaged
                                         Property. The mortgage loan seller has no knowledge of any mezzanine debt related to
                                         the Mortgaged Property and secured directly by the ownership interests in the Mortgagor.
	 	Mortgaged
                                         Property. If not so determined, it will be a Test pass.
	 
	9b

         
	Review
                                         the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller
                                         had knowledge of any mezzanine debt related to the Mortgaged Property and secured directly
                                         by the ownership interests in the Mortgagor. If such a notation or other indication is
                                         not found, it will be a Test pass.
	MS
                                         Servicer Notices

	10.  Assignment of Leases and Rents. There exists as part of the related Mortgage File
                                         an Assignment of Leases (either as a separate instrument or incorporated into the related
                                         Mortgage). Each related Assignment of Leases creates a valid first-priority collateral
                                         assignment of, or a valid first-priority lien or security interest in, rents and certain
                                         rights under the related lease or leases, subject only to a license granted to the related
                                         Mortgagor to exercise certain rights and to perform certain obligations of the lessor
                                         under such lease or leases, including the right to operate the related leased property,
                                         except as the enforcement thereof may be limited by the Insolvency Qualifications; no
                                         person other than the related Mortgagor owns any interest in any payments due under such
                                         lease or leases that is superior to or of equal priority with the lender’s interest
                                         therein. The related Mortgage or related Assignment of Leases, subject to applicable
                                         law, provides for, upon an event of default under the Mortgage Loan, a receiver to be
                                         appointed for the collection of rents or for the related mortgagee to enter into possession
                                         to collect the rents or for rents to be paid directly to the mortgagee.

         
	10a

         
	Review
                                         the Mortgage File to determine if an Assignment of Leases (either as a separate instrument
                                         or incorporated into the related Mortgage) is in the Mortgage File. If so determined,
                                         it will be a Test pass.
	Mortgage
                                         File; Mortgage; Assignment of Leases

	10b

         
	Review
                                         the Title Policy to determine if the Mortgage, or any related Assignment of Leases, has
                                         been recorded, and creates a valid first-priority collateral assignment of, or a valid
                                         first-priority lien or security interest in, rents and certain rights under the related
                                         lease or leases, subject only to a license granted to the related Mortgagor to exercise
                                         certain rights and to perform certain obligations of the lessor under such lease or leases,
                                         including the right to operate the related leased property, except as the enforcement
                                         thereof may be limited by the Insolvency Qualifications; and to determine that no person
                                         other than the related Mortgagor owns any interest in any payments due under such lease
                                         or leases that is superior to or of equal priority with the lender’s interest therein.
                                         If so determined with respect to each part of this Test, it will be a Test pass.
	Title
                                         Policy

	10c

         
	Review
                                         the Title Policy to determine if any person other than the Mortgagor owns any interest
                                         in any payments due under such lease or leases that is superior to or of equal priority
                                         with the lender’s interest therein. If not so determined, it will be a Test pass.
	Title
                                         Policy

         

	10d

         
	Review
                                         the Assignment of Leases (either as a separate instrument or incorporated into the related
                                         Mortgage) to determine if the Mortgage, or related Assignment of Leases, provides that
                                         upon an event of default under the Mortgage
	Mortgage;
                                         Assignment of Leases





 


     Exhibit QQ-10


     


    

 





	 	 	Loan,
                                         a receiver is to be appointed for the collection of rents or for the related mortgagee
                                         to enter into possession to collect the rents or for rents to be paid directly to the
                                         mortgagee. If so determined, it will be a Test pass.
	 
	11.  Financing
                                         Statements. Each Mortgage Loan or related security agreement establishes a valid
                                         security interest in, and a UCC-1 financing statement has been filed (except, in the
                                         case of fixtures, the Mortgage constitutes a fixture filing) in all places necessary
                                         to perfect a valid security interest in, the personal property (the creation and perfection
                                         of which is governed by the UCC) owned by the Mortgagor and necessary to operate any
                                         Mortgaged Property in its current use other than (1) non-material personal property,
                                         (2) personal property subject to purchase money security interests and (3) personal property
                                         that is leased equipment. Each UCC-1 financing statement, if any, filed with respect
                                         to personal property constituting a part of the related Mortgaged Property and each UCC-2
                                         or UCC-3 assignment, if any, filed with respect to such financing statement was in suitable
                                         form for filing in the filing office in which such financing statement was filed.
	11a

         
	Review
                                         the MS Servicer Notices for a notation or other indication of inappropriately filed or
                                         nonexistent UCC-1 financing statements. If such a notation or other indication is not
                                         found, it will be a Test pass.
	MS
                                         Servicer Notices

	11b

         
	Review
                                         the MS Servicer Notices for notation or other indication that the UCC-1, UCC-2 and UCC-3
                                         statements were not in suitable form for filing. If such a notation or other indication
                                         is not found, it will be a Test pass.
	MS
                                         Servicer Notices

	12.  Condition
                                         of Property. The mortgage loan seller or the originator of the Mortgage Loan inspected
                                         or caused to be inspected each related Mortgaged Property within four months of origination
                                         of the Mortgage Loan and within twelve months of the Cut-off Date.

         

        An
        engineering report or property condition assessment was prepared in connection with the origination of each Mortgage Loan
        no more than twelve months prior to the Cut-off Date, which indicates that, except as set forth in such engineering report
        or with respect to which repairs were required to be reserved for or made, all building systems for the improvements of
        each related Mortgaged Property are in good working order, and further indicates that each related Mortgaged Property
        (a) is free of any material damage, (b) is in good repair and condition, and (c) is free of structural defects, except
        to the extent (i) any damage or deficiencies that would not materially and adversely affect the use, operation or value
        of the Mortgaged Property or the security intended to be provided by such Mortgage or repairs with respect to such damage
        or deficiencies estimated to cost less than

         
	12a

         
	Review
                                         the engineering report or property condition assessment in the Mortgage File to determine
                                         if it is dated within four months of the origination date, and within twelve months of
                                         the Cut-off Date. If so determined, it will be a Test pass.
	Engineering
                                         report; Property condition assessment

	12b

         
	Review
                                         the engineering report or property condition assessment in the Mortgage File to determine
                                         if it was dated no more than 12 months prior to the Cut-off Date. Review the engineering
                                         report to confirm that all building systems for the improvements of each Mortgaged Property
                                         being in good working order, and free of material damage. If so determined with respect
                                         to each part of the Test, it will be a Test pass.
	Engineering
                                         report; Property condition assessment

	12c

         
	Review
the engineering report or property condition assessment in the Mortgage File dated no more than 12 months prior to the Cut-off
Date to determine if it provides that each related Mortgaged Property is free of
	Engineering
                                         report; Property condition assessment







 






     Exhibit QQ-11


     


    

 


	$50,000
                                         in the aggregate per Mortgaged Property; (ii) such repairs have been completed; or (iii)
                                         escrows in an aggregate amount consistent with the standards utilized by the mortgage
                                         loan seller with respect to similar loans it originates for securitization have been
                                         established, which escrows will in all events be in an aggregate amount not less than
                                         the estimated cost of such repairs. The mortgage loan seller has no knowledge of any
                                         material issues with the physical condition of the Mortgaged Property that the mortgage
                                         loan seller believes would have a material adverse effect on the use, operation or value
                                         of the Mortgaged Property other than those disclosed in the engineering report and those
                                         addressed in sub-clauses (i), (ii) and (iii) of the preceding sentence.
	 	


structural defects, except to the extent: (i) any
damage or deficiencies that would not materially and adversely affect the use, operation or value of the Mortgaged Property or
the security intended to be provided by such Mortgage or repairs with respect to such damage or deficiencies estimated to cost
less than $50,000 in the aggregate per Mortgaged Property; (ii) such repairs have been completed; or (iii) escrows in an aggregate
amount consistent with the standards utilized by the Mortgage Loan Seller with respect to similar loans it originates for securitization
have been established, which escrows will in all events be in an aggregate amount not less than the estimated cost of such repairs.
If so determined, it will be a Test pass.
	 
	12d

         
	Review
                                         the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller
                                         had knowledge of material issues with the physical condition of the Mortgaged Property
                                         that the Mortgage Loan Seller believed would have a material adverse effect on the use,
                                         operation or value of the Mortgaged Property other than those disclosed in the most recently
                                         dated engineering report and those addressed in sub-clauses (i), (ii) and (iii) of representation
                                         and warranty 12. If such a notation or other indication is not found, it will be a Test
                                         pass.
	MS
                                         Servicer Notices

         

	13.
                                         Taxes and Assessments. As of the date of origination and as of the Closing Date,
                                         all taxes and governmental assessments and other outstanding governmental charges (including,
                                         without limitation, water and sewage charges) due with respect to the Mortgaged Property
                                         (excluding any related personal property) securing a Mortgage Loan that is or if left
                                         unpaid could become a lien on the related Mortgaged Property that would be of equal or
                                         superior priority to the lien of the Mortgage and that became due and delinquent and
                                         owing prior to the Cut-off Date with respect to each related Mortgaged Property have
                                         been paid, or, if the appropriate amount of such taxes or charges is being appealed or
                                         is otherwise in dispute, the unpaid taxes or charges are covered by an escrow of funds
                                         or other security sufficient to pay such tax or charge and reasonably estimated interest
                                         and penalties, if any, thereon. For

         
	13a

         
	Review
                                         the MS Servicer Notices for a notation or other indication that all taxes and governmental
                                         assessments and other outstanding governmental charges due with respect to the Mortgaged
                                         Property securing a Mortgage Loan (including, without limitation, water and sewage charges)
                                         due with respect to the Mortgaged Property (excluding any related personal property)
                                         as of the Closing Date have been paid, and if the appropriate amount of such taxes or
                                         charges is being appealed or is otherwise in dispute, the unpaid taxes or charges were
                                         not covered by an escrow of funds or other security sufficient to pay such tax or charge
                                         and reasonably estimated interest and penalties, if any, thereon. If such a notation
                                         or other indication is not found, it will be a Test pass.

         
	MS
                                         Servicer Notices

         




 


     Exhibit QQ-12


     


    
 





	purposes
                                         of this representation and warranty, real property taxes, governmental assessments and
                                         other outstanding governmental charges shall not be considered delinquent until the date
                                         on which interest and/or penalties would be payable thereon.
	13b

         
	Review
                                         the MS Servicer Notices for a notation or other indication that all taxes and governmental
                                         assessments and other outstanding governmental charges (including, without limitation,
                                         water and sewage charges) due with respect to the Mortgaged Property (excluding any related
                                         personal property) were current as of the Closing Date. If such a notation or other indication
                                         is found, it will be a Test pass.
	MS
                                         Servicer Notices

         

	14.  Condemnation.
                                         As of the date of origination and to the mortgage loan seller’s knowledge as of
                                         the Closing Date, there is no proceeding pending or threatened for the total or partial
                                         condemnation of such Mortgaged Property that would have a material adverse effect on
                                         the use or operation of the Mortgaged Property.
	14

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any proceeding pending
                                         or threatened for the total or partial condemnation of such Mortgaged Property as of
                                         the origination date, or for a notation or other indication that the Mortgage Loan Seller
                                         had knowledge as of the Closing Date of any such proceeding. If such a notation or other
                                         indication is not found, it will be a Test pass.
	MS
                                         Servicer Notices

         

	15.  Actions
                                         Concerning Mortgage Loan. As of the date of origination and to the mortgage loan
                                         seller’s knowledge as of the Closing Date, there was no pending, filed or threatened
                                         action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor,
                                         guarantor, or Mortgaged Property, an adverse outcome of which would reasonably be expected
                                         to materially and adversely affect (a) title to the Mortgaged Property, (b) the validity
                                         or enforceability of the Mortgage, (c) such Mortgagor’s ability to perform under
                                         the related Mortgage Loan, (d) such guarantor’s ability to perform under the related
                                         guaranty, (e) the use, operation or value of the Mortgaged Property, (f) the principal
                                         benefit of the security intended to be provided by the Mortgage Loan documents, (g) the
                                         current ability of the Mortgaged Property to generate net cash flow sufficient to service
                                         such Mortgage Loan, or (h) the current principal use of the Mortgaged Property.
	15a

         
	Review
                                         the Mortgage Loan Documents, the Mortgagor’s Counsel Opinion and the MS Servicer
                                         Notices for an indication of pending, filed or threatened action, suit or proceeding,
                                         arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgaged
                                         Property that existed on the origination date, and review the Diligence File and the
                                         MS Servicer Notices to determine if the Mortgage Loan Seller’s had knowledge of
                                         same as of the Closing Date. If such an indication is not found with respect to each
                                         part of this Test, it will be a Test pass.
	Mortgage
                                         Loan Documents; Mortgagor’s Counsel Opinion; MS Servicer Notices; Diligence File

         

	15b

         
	Based
                                         on the MS Servicer Notices, determine if an adverse outcome of any such pending, filed
                                         or threatened action, suit or proceeding, arbitration or governmental investigation involving
                                         any Mortgagor, guarantor, or Mortgaged Property would adversely affect the matters set
                                         forth in clauses (a)-(h) of representation and warranty 15. If any such adverse outcome
                                         would not adversely affect the matters set forth in clauses (a)-(h) of representation
                                         and warranty 15, it will be a Test pass.
	MS
                                         Servicer Notices

         

	16.  Escrow
                                         Deposits. All escrow deposits and payments required pursuant to each Mortgage Loan
                                         (including capital improvements and environmental remediation reserves) are in the possession,
                                         or under
	16a

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any escrow deposits and
                                         payments required pursuant to the Mortgage Loan not in the servicer’s
	MS
                                         Servicer Notices

         







 






     Exhibit QQ-13


     


    

 





	the
                                         control, of the mortgage loan seller or its servicer, and there are no deficiencies (subject
                                         to any applicable grace or cure periods) in connection therewith, and all such escrows
                                         and deposits (or the right thereto) that are required under the related Mortgage Loan
                                         documents are being conveyed by the mortgage loan seller to depositor or its servicer
                                         and identified as such with appropriate detail. Any and all requirements under the Mortgage
                                         Loan as to completion of any material improvements and as to disbursements of any funds
                                         escrowed for such purpose, which requirements were to have been complied with on or before
                                         Closing Date, have been complied with in all material respects or the funds so escrowed
                                         have not been released unless such release was consistent with proper and prudent commercial
                                         mortgage servicing practices or such released funds were otherwise used for their intended
                                         purpose. No other escrow amounts have been released except in accordance with the terms
                                         and conditions of the related Mortgage Loan documents.
	 	possession
                                         or control. If such a notation or other indication is not found, it will be a Test pass.
	 
	16b

         
	Review
                                         the Servicing File and the MS Servicer Notices to determine if all escrows and deposits
                                         required pursuant to the Mortgage Loan have been conveyed to the depositor or its servicer.
                                         If so determined, it will be a Test pass.
	Servicing
                                         File; MS Servicer Notices

         

	16c

         
	Review
                                         the Servicing File and the MS Servicer Notices for a notation or other indication that
                                         the requirements under the Mortgage Loan as to completion of any material improvements
                                         and as to disbursements of any funds escrowed for such purpose on or before the Closing
                                         Date have not been complied with in all material respects. If such a notation or other
                                         indication is not found, it will be a Test pass. 
	Servicing
                                         File; MS Servicer Notices

         

	16d

         
	Review
                                         the Servicing File and the MS Servicer Notices to determine if an escrow release has
                                         been made that was not in accordance with the terms of the Mortgage Loan Documents. If
                                         not so determined, it will be a Test pass.
	Servicing
                                         File; MS Servicer Notices

	17.
                                         No Holdbacks. The principal amount of the Mortgage Loan stated on the Mortgage
                                         Loan Schedule has been fully disbursed as of the Closing Date and there is no requirement
                                         for future advances thereunder (except in those cases where the full amount of the Mortgage
                                         Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts
                                         pending the satisfaction of certain conditions relating to leasing, repairs, occupancy,
                                         performance or other matters with respect to the related Mortgaged Property), and any
                                         requirements or conditions to disbursements of any loan proceeds held in escrow have
                                         been satisfied with respect to any disbursement of any such escrow fund prior to the
                                         Cut-off Date.
	17a

         
	Review
                                         the Mortgage Loan Schedule, Loan Agreement, Mortgage Note and origination settlement
                                         statement to determine if the principal amount of the Mortgage Loan was fully disbursed
                                         as of the Closing Date. If so determined, it will be a Test pass.
	Mortgage
                                         Loan Schedule; Loan Agreement; Mortgage Note; Origination settlement statement

	17b

         
	Review
                                         the Mortgage Loan Documents to determine if there is no requirement for future advances
                                         by the Mortgagee (except in those cases where the full amount of the Mortgage Loan has
                                         been disbursed but a portion thereof is being held in escrow or reserve accounts pending
                                         the satisfaction of certain conditions relating to leasing, repairs, occupancy, performance
                                         or other matters with respect to the related Mortgaged Property), and any requirements
                                         or conditions to disbursements of any loan proceeds held in escrow have been satisfied
                                         with respect to any disbursement of any such escrow fund prior to the Cut-off Date. If
                                         so determined, it will be a Test pass.
	Mortgage
                                         Loan Documents

         





 


     Exhibit QQ-14


     


    

 





	18.  Insurance.
                                         Each related Mortgaged Property is, and is required pursuant to the related Mortgage
                                         to be, insured by a property insurance policy providing coverage for loss in accordance
                                         with coverage found under a “special cause of loss form” or “all-risk
                                         form” that includes replacement cost valuation issued by an insurer meeting the
                                         requirements of the related Mortgage Loan documents and having a claims-paying or financial
                                         strength rating of at least “A-:VIII” (for a Mortgage Loan with a principal
                                         balance below $35 million) and “A:VIII” (for a Mortgage Loan with a principal
                                         balance of $35 million or more) from A.M. Best Company or “A3” (or the equivalent)
                                         from Moody’s Investors Service, Inc. or “A-” from S&P Global Ratings
                                         (collectively the “Insurance Rating Requirements”), in an amount not less
                                         than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the
                                         full insurable value on a replacement cost basis of the improvements, furniture, furnishings,
                                         fixtures and equipment owned by the mortgagor and included in the Mortgaged Property
                                         (with no deduction for physical depreciation), but, in any event, not less than the amount
                                         necessary or containing such endorsements as are necessary to avoid the operation of
                                         any coinsurance provisions with respect to the related Mortgaged Property.

         

        Each
        related Mortgaged Property is also covered, and required to be covered pursuant to the related Mortgage Loan documents,
        by business interruption or rental loss insurance which (i) covers a period of not less than 12 months (or with respect
        to each Mortgage Loan with a principal balance of $35 million or more, 18 months); (ii) for a Mortgage Loan with a principal
        balance of $50 million or more contains a 180-day “extended period of indemnity”; and (iii) covers the actual
        loss sustained during restoration.

         

        If
        any material part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified
        in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, the related Mortgagor
        is required to maintain insurance in the maximum amount available under the National Flood Insurance Program, plus such
        additional excess flood coverage in an amount as is generally required by the mortgage loan seller originating mortgage
        loans for securitization.
	18a

         
	Review
                                         the insurance consultant report to determine if it shows that the Mortgaged Property
                                         is insured by a property insurance policy providing coverage for loss in accordance with
                                         coverage found under a “special cause of loss form” or “all-risk form”
                                         that includes replacement cost valuation issued by an insurer meeting the requirements
                                         of the Mortgage Loan Documents and the Insurance Rating Requirements, in an amount not
                                         less than the lesser of (1) the original principal balance of any Mortgage Loan and (2)
                                         the full insurable value on a replacement cost basis of the improvements, furniture,
                                         furnishings, fixtures and equipment owned by the mortgagor and included in the Mortgaged
                                         Property (with no deduction for physical depreciation), but, in any event, not less than
                                         the amount necessary or containing such endorsements as are necessary to avoid the operation
                                         of any coinsurance provisions with respect to the Mortgaged Property. If so determined,
                                         it will be a Test pass.
	Insurance
                                         Consultant Report

         

	18b

         
	Review
                                         the Mortgage Loan Documents for provisions requiring the insurance coverage as stated
                                         in Test 18a above. If such provisions are found, it will be a Test pass.
	Mortgage
                                         Loan Documents

         

	18c

         
	Review
                                         the Mortgage Loan Documents for provisions requiring business interruption or rental
                                         loss insurance that (i) covers a period of not less than 12 months (or with respect to
                                         a Mortgage Loan with a principal balance of $35 million or more, 18 months); (ii) for
                                         a Mortgage Loan with a principal balance of $50 million or more contains a 180-day “extended
                                         period of indemnity”; and (iii) covers the actual loss sustained during restoration.
                                         If such provisions are found, it will be a Test pass.
	Mortgage
                                         Loan Documents

         

	18d

         
	Review
                                         the Mortgage Loan Documents to determine if any material part of the improvements, exclusive
                                         of a parking lot, located on a Mortgaged Property is in an area identified in the Federal
                                         Register by the Federal Emergency Management Agency as having special flood hazards,
                                         the related Mortgagor is required to maintain insurance in the maximum amount available
                                         under the National Flood Insurance Program, plus such additional excess flood coverage
                                         in an
	Mortgage
                                         Loan Documents

         




 


     Exhibit QQ-15


     


    

 





	If
                                         windstorm and/or windstorm related perils and/or “named storms” are excluded
                                         from the primary property damage insurance policy the Mortgaged Property is insured by
                                         a separate windstorm insurance policy issued by an insurer meeting the Insurance Rating
                                         Requirements or endorsement covering damage from windstorm and/or windstorm related perils
                                         and/or named storms, in an amount at least equal to 100% of the full insurable value
                                         on a replacement cost basis of the Improvements and personalty and fixtures owned by
                                         the mortgagor and included in the related Mortgaged Property by an insurer meeting the
                                         Insurance Rating Requirements.

         

        The
        Mortgaged Property is covered, and required to be covered pursuant to the related Mortgage Loan documents, by a commercial
        general liability insurance policy issued by an insurer meeting the Insurance Rating Requirements including broad-form
        coverage for property damage, contractual damage and personal injury (including bodily injury and death) in amounts as
        are generally required by the mortgage loan seller for loans originated for securitization, and in any event not less
        than $1 million per occurrence and $2 million in the aggregate.

         

        An
        architectural or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic
        zones 3 or 4 in order to evaluate the structural and seismic condition of such property, for the sole purpose of assessing
        the probable maximum loss (“PML”) for the Mortgaged Property in the event of an earthquake. In such
        instance, the PML or equivalent was based on a 475-year return period, an exposure period of 50 years and a 10% probability
        of exceedance. If the resulting report concluded that the PML or equivalent would exceed 20% of the amount of the replacement
        costs of the improvements, earthquake insurance on such Mortgaged Property was obtained by an insurer rated at least “A:VIII”
        by A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-”
        by S&P Global Ratings in an amount not less than 100% of the PML or the equivalent.

         

        An
        architectural or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic
        zones 3 or 4 in
	 	amount
                                         as is generally required by the Mortgage Loan Seller originating Mortgage Loans for securitization.
                                         If so determined, it will be a Test pass.
	 
	18e

         
	Review
                                         the insurance consultant report to determine if windstorm and/or windstorm related perils
                                         and/or “named storms” are excluded from coverage. If so, review Diligence
                                         File to determine if the property is covered by a windstorm insurance policy covering
                                         damage from windstorm and/or windstorm related perils and/or “named storms”
                                         are excluded from the primary property damage insurance policy, which policy is issued
                                         by an insurer meeting the Insurance Rating Requirements or endorsement covering damage
                                         from windstorm and/or windstorm related perils and/or named storms, in an amount at least
                                         equal to 100% of the full insurable value on a replacement cost basis of the Improvements
                                         and personalty and fixtures owned by the mortgagor and included in the related Mortgaged
                                         Property by an insurer meeting the Insurance Rating Requirements. If so determined with
                                         respect to each part of this Test, it will be a Test pass.
	Insurance
                                         Consultant Report; Diligence File

	18f

         
	Review
                                         the insurance consultant report dated before the Cut-off Date to determine if it covers
                                         the property and is issued by an insurer meeting the Insurance Rating Requirements including
                                         broad-form coverage for property damage, contractual damage and personal injury (including
                                         bodily injury and death) in amounts as are generally required by any Mortgage Loan Seller
                                         for loans originated for securitization, and in any event not less than $1 million per
                                         occurrence and $2 million in the aggregate. If so determined, it will be a Test pass.
	Insurance
                                         Consultant Report

         

	18g

         
	Review
                                         the property condition assessment to determine if the properties are located in a seismic
                                         zone 3 or 4. If such indication is found, review the seismic engineering study to determine
                                         if it has been performed by an architectural or engineering consultant, for the sole
                                         purpose of assessing the PML for the Mortgaged Property in the event of an earthquake,
                                         based on a 475-year return period, an exposure
	Property
                                         condition assessment; Seismic engineering study

         





 


     Exhibit QQ-16


     


    

 





	order
                                         to evaluate the structural and seismic condition of such property, for the sole purpose
                                         of assessing the probable maximum loss (“PML”) for the Mortgaged Property
                                         in the event of an earthquake. In such instance, the PML or equivalent was based on a
                                         475-year return period, an exposure period of 50 years and a 10% probability of exceedance.
                                         If the resulting report concluded that the PML or equivalent would exceed 20% of the
                                         amount of the replacement costs of the improvements, earthquake insurance on such Mortgaged
                                         Property was obtained by an insurer rated at least “A:VIII” by A.M. Best
                                         Company or “A3” (or the equivalent) from Moody’s Investors Service,
                                         Inc. or “A-” by S&P Global Ratings in an amount not less than 100% of
                                         the PML or the equivalent.

         

        All
        premiums on all insurance policies referred to in this section required to be paid as of the Cut-off Date have been paid,
        and such insurance policies name the lender under the Mortgage Loan and its successors and assigns as a loss payee under
        a mortgagee endorsement clause or, in the case of the general liability insurance policy, as named or additional insured.
        Such insurance policies will inure to the benefit of the trustee or the Non-Serviced Trustee for Non-Serviced Mortgage
        Loans. Each related Mortgage Loan obligates the related Mortgagor to maintain all such insurance and, at such Mortgagor’s
        failure to do so, authorizes the lender to maintain such insurance at the Mortgagor’s cost and expense and to charge
        such Mortgagor for related premiums. All such insurance policies (other than commercial liability policies) require at
        least 10 days’ prior notice to the lender of termination or cancellation arising because of nonpayment of a premium
        and at least 30 days prior notice to the lender of termination or cancellation (or such lesser period, not less than 10
        days, as may be required by applicable law) arising for any reason other than non-payment of a premium and no such notice
        has been received by the mortgage loan seller.
	 	period
                                         of 50 years and a 10% probability of exceedance. If so determined, it will be a Test
                                         pass.
	 
	18h

         
	Review
                                         the seismic engineering study to determine if the properties are located in a seismic
                                         zone 3 or 4. If determined, review the seismic engineering study to determine if it has
                                         been performed by an architectural or engineering consultant, for the sole purpose of
                                         assessing the PML for the Mortgaged Property in the event of an earthquake, based on
                                         a 475-year return period, which correlates to a 10% probability of exceedance in an exposure
                                         period of 50 years. If so determined, it will be a Test pass.
	Seismic
                                         engineering study

	18i

         
	Review
                                         the most recent seismic engineering study or Insurance Consultant Report to determine
                                         if the PML or equivalent would exceed 20% of the amount of the replacement costs of the
                                         improvements, and if so, review to determine if earthquake insurance on such Mortgaged
                                         Property was obtained. If so determined, determine if the insurer is rated at least “A:VIII”
                                         by A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors
                                         Service, Inc. or “A-” by S&P Global Ratings. The insurance amount should
                                         be not less than 100% of the PML or the equivalent. If so determined, the ratings are
                                         adequate, and the insurance amount is not less than 100% of the PML or the equivalent,
                                         it will be a Test pass.
	Seismic
                                         engineering study; Insurance Consultant Report

	18j

         
	Review
                                         the MS Servicer Notices for a notation or other indication that insurance premiums were
                                         not current as of the Cut-off Date. If no such a notation or other indication is found,
                                         it will be a Test pass.
	MS
                                         Servicer Notices

         

	18k

         
	Review
                                         the insurance consultant report to determine if the insurance policies name the lender
                                         under any Mortgage Loan and its successors and assigns as a loss payee under a mortgagee
                                         endorsement clause or, in the case of the general liability insurance policy, as named
                                         or additional insured. If so determined, it will be a Test pass.
	Insurance
                                         Consultant Report





 


     Exhibit QQ-17


     


    

 





	 	18l

         
	Review
                                         the insurance consultant report to determine if the insurance will inure to the benefit
                                         of the trustee. If so determined, it will be a Test pass.
	Insurance
                                         Consultant Report

	18m

         
	Review
                                         the Mortgage Loan Documents to determine if any Mortgage Loan obligates the Mortgagor
                                         to maintain all such insurance and, at such Mortgagor’s failure to do so, authorizes
                                         the lender to maintain such insurance at the Mortgagor’s cost and expense and to
                                         charge such Mortgagor for related premiums. If so determined, it will be a Test pass.
	Mortgage
                                         Loan Documents

	18n

         
	Review
                                         the insurance consultant report to determine if the insurance policies (other than commercial
                                         liability policies) require at least 10 days’ prior notice to the lender of termination
                                         or cancellation arising because of nonpayment of a premium and at least 30 days’
                                         prior notice to the lender of termination or cancellation (or such lesser period, not
                                         less than 10 days, as may be required by applicable law) arising for any reason other
                                         than non-payment of a premium. If so determined, it will be a Test pass.
	Insurance
                                         Consultant Report

	18o

         
	Review
                                         the MS Servicer Notices for a notation or other indication that any notice described
                                         in Test 18n may have been received by the Mortgage Loan Seller. If such a notation or
                                         other indication is not found, it will be a Test pass.
	MS
                                         Servicer Notices

         

	19.  Access;
                                         Utilities; Separate Tax Lots. Each Mortgaged Property (a) is located on or adjacent
                                         to a public road and has direct legal access to such road, or has access via an irrevocable
                                         easement or irrevocable right of way permitting ingress and egress to/from a public road,
                                         (b) is served by or has uninhibited access rights to public or private water and sewer
                                         (or well and septic) and all required utilities, all of which are appropriate for the
                                         current use of the Mortgaged Property, and (c) constitutes one or more separate tax parcels
                                         which do not include any property which is not part of the Mortgaged Property or is subject
                                         to an endorsement under the related Title Policy insuring the Mortgaged Property, or
                                         in certain cases, an application has been made to the
	19a

         
	Review
                                         the zoning report to determine if each Mortgaged Property is located on or adjacent to
                                         a public road and has direct legal access to such road, or has access via an irrevocable
                                         easement or irrevocable right of way permitting ingress and egress to/from a public road.
                                         If so determined, it will be a Test pass.
	Zoning
                                         report

         

	19b

         
	Review
the zoning report to determine if each Mortgaged Property is served by or has uninhibited access rights to public or private water
and sewer (or well and septic) and all required utilities, all of which are appropriate for the current use of the Mortgaged Property.
If so determined, it will be a
	Zoning
                                         report

         





 






     Exhibit QQ-18


     


    

 





	applicable
                                         governing authority for creation of separate tax lots, in which case the Mortgage Loan
                                         requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax
                                         parcel of which the Mortgaged Property is a part until the separate tax lots are created.

         
	 	Test
    pass.	 
	19c

         
	Review
                                         the Title Policy to determine if each Mortgaged Property constitutes one or more separate
                                         tax parcels and do not include any property which is not part of the Mortgaged Property
                                         or is subject to an endorsement under the most recently dated Title Policy insuring the
                                         Mortgaged Property, or in certain cases, an application has been made to the applicable
                                         governing authority for creation of separate tax lots, in which case any Mortgage Loan
                                         requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax
                                         parcel of which the Mortgaged Property is a part until the separate tax lots are created.
                                         If so determined, it will be a Test pass.
	Title
                                         Policy

         

	20.  No
                                         Encroachments. To the mortgage loan seller’s knowledge and based solely on
                                         surveys obtained in connection with origination and the lender’s Title Policy (or,
                                         if such policy is not yet issued, a pro forma title policy, a preliminary title policy
                                         with escrow instructions or a “marked up” commitment) obtained in connection
                                         with the origination of each Mortgage Loan, (a) all material improvements that were included
                                         for the purpose of determining the appraised value of the related Mortgaged Property
                                         at the time of the origination of such Mortgage Loan are within the boundaries of the
                                         related Mortgaged Property, except encroachments that do not materially and adversely
                                         affect the value or current use of such Mortgaged Property, or are insured by applicable
                                         provisions of the Title Policy, (b) no improvements on adjoining parcels encroach onto
                                         the related Mortgaged Property except for encroachments that do not materially and adversely
                                         affect the value or current use of such Mortgaged Property, or are insured by applicable
                                         provisions of the Title Policy and (c) no improvements encroach upon any easements except
                                         for encroachments the removal of which would not materially and adversely affect the
                                         value or current use of such Mortgaged Property or are insured by applicable provisions
                                         of the Title Policy.

         
	20a

         
	Review
                                         the survey and Title Policy to determine if all material improvements that were included
                                         for the purpose of determining the appraised value of the Mortgaged Property at the time
                                         of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged
                                         Property, except encroachments that do not materially and adversely affect the value
                                         or current use of such Mortgaged Property, or are insured by applicable provisions of
                                         the most recently dated Title Policy. If so determined, it will be a Test pass.
	Survey;
                                         Title Policy

         

	20b

         
	Review
                                         the survey and Title Policy to determine if there exist improvements on adjoining parcels
                                         that encroach onto the Mortgaged Property that could materially and adversely affect
                                         the value or current use of such Mortgaged Property, which are not insured by applicable
                                         provisions of the most recently dated Title Policy. If not so determined, it will be
                                         a Test pass.
	Survey;
                                         Title Policy

         

	20c

         
	Review
                                         the survey or Title Policy to determine if there exist improvements that encroach upon
                                         any easements and the removal of such encroachments could materially and adversely affect
                                         the value or current use of such Mortgaged Property and are not insured by applicable
                                         provisions of the most recently dated Title Policy. If not so determined, it will be
                                         a Test pass.
	Survey;
                                         Title Policy

         





 


     Exhibit QQ-19


     


    

 





	21.  No
                                         Contingent Interest or Equity Participation.   No Mortgage Loan has
                                         a shared appreciation feature, any other contingent interest feature or a negative amortization
                                         feature (except that an ARD Loan may provide for the accrual of the portion of interest
                                         in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity
                                         participation by the mortgage loan seller.

         
	21

         
	Review
                                         the Mortgage Loan Documents for any shared appreciation feature or any other contingent
                                         interest provisions, any negative amortization feature (except that an ARD Loan may provide
                                         for the accrual of the portion of interest in excess of the rate in effect prior to the
                                         Anticipated Repayment Date) or an equity participation provision. If no such provision
                                         or feature found with respect to each part of this Test, it will be a Test pass.
	Mortgage
                                         Loan Documents

         

	22.  REMIC.   The
                                                                                                                                                               Mortgage Loan is a “qualified mortgage” within the meaning of Code Section 860G(a)(3) (but determined without
                                                                                                                                                               regard to the rule in Treasury regulations Section 1.860G-2(f)(2) that treats certain defective mortgage loans as qualified
                                                                                                                                                               mortgages), and, accordingly, (A) the issue price of the Mortgage Loan to the related Mortgagor at origination did not exceed
                                                                                                                                                               the non-contingent principal amount of the Mortgage Loan and (B) either: (a) such Mortgage Loan is secured by an interest in
                                                                                                                                                               real property (including buildings and structural components thereof, but excluding personal property) having a fair market
                                                                                                                                                               value (i) at the date the Mortgage Loan or related Whole Loan was originated at least equal to 80% of the adjusted
                                                                                                                                                               issue price of the Mortgage Loan or related Whole Loan on such date or (ii) at the Closing Date at least equal to 80% of the
                                                                                                                                                               adjusted issue price of the Mortgage Loan or related Whole Loan on such date, provided that for purposes hereof, the fair
                                                                                                                                                               market value of the real property interest must first be reduced by (1) the amount of any lien on the real property interest
                                                                                                                                                               that is senior to the Mortgage Loan and (2) a proportionate amount of any lien that is in parity with the Mortgage Loan; or
                                                                                                                                                               (b) substantially all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the real property which
                                                                                                                                                               served as the only security for such Mortgage Loan (other than a recourse feature or other third-party credit enhancement
                                                                                                                                                               within the meaning of Treasury regulations Section 1.860G-2(a)(1)(ii)). If the Mortgage Loan or related Whole Loan was
                                                                                                                                                               “significantly modified” prior to the Closing Date so as to result in a taxable exchange under Code Section 1001,
                                                                                                                                                               it either (x) was modified as a result of the default or reasonably foreseeable default of such Mortgage Loan or related
                                                                                                                                                               Whole Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) above (substituting the date of the last such
                                                                                                                                                               modification for the date the Mortgage Loan or related Whole
	22a

         
	Review
                                         the origination settlement statement and Mortgage Note to determine if the proceeds advanced
                                         by the lender did not exceed the stated principal amount of the Mortgage Note. If so
                                         determined, it will be a Test pass.

         
	Origination
                                         settlement statement; Mortgage Note

         

	22b

         
	Review
                                         the most recent appraisal and Mortgage Loan Documents to determine if (a) the Mortgage
                                         Loan or Whole Loan is secured by an interest in real property (including buildings and
                                         structural components thereof, but excluding personal property) having a fair market
                                         value (i) at the date such Mortgage Loan or Whole Loan was originated at least equal
                                         to 80% of the initial principal amount of any Mortgage Loan or Whole Loan on such date
                                         or (ii) at the Closing Date at least equal to 80% of the outstanding principal amount
                                         of the Mortgage Loan or Whole Loan on such date, provided that for purposes of clauses
                                         (i) and (ii) above, the fair market value of the real property interest must first be
                                         reduced by (A) the amount of any lien on the real property interest that is senior to
                                         such Mortgage Loan and (B) a proportionate amount of any lien that is in parity with
                                         such Mortgage Loan or (b) substantially all of the proceeds of such Mortgage Loan were
                                         used to acquire, improve or protect the real property which served as the only security
                                         for such Mortgage Loan (other than a recourse feature or other third-party credit enhancement
                                         within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)). If so determined,
                                         it will be a Test pass.
	Appraisal;
                                         Mortgage Loan Documents

         

	22c

         
	Review
                                         the MS Servicer Notices for an indication or other notation that the Loan was modified
                                         prior to the Closing Date, and if so, if the modification was made as to result in a
	MS
                                         Servicer Notices

         





 


     Exhibit QQ-20


     


    

 



	Loan
                                         was originated) or sub-clause (B)(a)(ii), including the proviso thereto. Any prepayment
                                         premium and yield maintenance charges applicable to the Mortgage Loan or related Whole
                                         Loan constitute “customary prepayment penalties” within the meaning of Treasury
                                         regulations Section 1.860G-1(b)(2). All terms used in this paragraph shall have the same
                                         meanings as set forth in the related Treasury regulations.
	 	taxable
                                         exchange under Section 1001 of the Code, it either (x) was modified as a result of the
                                         default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the
                                         provisions of either sub-clause (B)(i) in the first sentence of representation and warranty
                                         22 (substituting the date of the last such modification for the date any Mortgage Loan
                                         was originated) or sub-clause (B)(ii) in the first sentence of representation and warranty
                                         22, including the proviso thereto. If there were any such modifications, and such a notation
                                         or other indication is found, it will be a Test pass.
	 
	22d

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         to the effect that the prepayment premium and yield maintenance charges applicable to
                                         any Mortgage Loan do not constitute “customary prepayment penalties”. If
                                         such a notation or other indication is not found, it will be a Test pass.
	MS
                                         Servicer Notices

         

	23.  Compliance.   The
                                         terms of the Mortgage Loan documents evidencing such Mortgage Loan, comply in all material
                                         respects with all applicable local, state and federal laws and regulations, and the Seller
                                         has complied with all material requirements pertaining to the origination of the Mortgage
                                         Loans, including but not limited to, usury and any and all other material requirements
                                         of any federal, state or local law to the extent non-compliance would have a material
                                         adverse effect on the Mortgage Loan.

         
	23a

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         to the effect that the terms of the Mortgage Loan do not comply with applicable local,
                                         state, and federal laws in any material respect. If such a notation or other indication
                                         is not found, it will be a Test pass.
	MS
                                         Servicer Notices

         

	23b

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         to the effect that any material requirements pertaining to the origination of any Mortgage
                                         Loan, including but not limited to, usury and any and all other material requirements
                                         of any federal, state or local law have not been complied with. If such a notation or
                                         other indication is not found, it will be a Test pass.
	MS
                                         Servicer Notices

         

	23c

         
	Review
                                         the Loan Agreement to determine if it provides that the Mortgage Loan complied with usury
                                         laws. If so determined, it will be a Test pass.
	Loan
                                         Agreement

         

	24.  Authorized
                                         to do Business. To the extent required under applicable law, as of the Closing Date
                                         or as of the date that such entity held the Mortgage Note, each holder of the Mortgage
                                         Note was authorized to transact and do business in the jurisdiction in which each related
	24

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         that as of the date that the Mortgage Loan Seller or any prior lender held the Mortgage
                                         Note, each such holder of the Mortgage Note was
	MS
                                         Servicer Notices

         





 


     Exhibit QQ-21


     


    

 


	Mortgaged
                                         Property is located, or the failure to be so authorized does not materially and adversely
                                         affect the enforceability of such Mortgage Loan.
	 	not
                                         authorized to transact or do business in the jurisdiction in which each Mortgaged Property
                                         is located. If such a notation or other indication is found, determine whether the failure
                                         to be so authorized could not materially and adversely affect the enforceability of such
                                         Mortgage Loan. If so determined, it will be a Test pass.
	 
	25.  Trustee
                                         under Deed of Trust. With respect to each Mortgage which is a deed of trust, a trustee,
                                         duly qualified under applicable law to serve as such, currently so serves and is named
                                         in the deed of trust or has been substituted in accordance with the Mortgage and applicable
                                         law or may be substituted in accordance with the Mortgage and applicable law by the related
                                         mortgagee, and except in connection with a trustee’s sale after a default by the
                                         related Mortgagor or in connection with any full or partial release of the related Mortgaged
                                         Property or related security for such Mortgage Loan, no fees are payable to such trustee
                                         except for reasonable fees paid by the Mortgagor.
	25a

         
	Review
                                         the Mortgage Loan Documents to determine if a trustee is appointed. If so determined,
                                         it will be a Test pass.
	Mortgage
                                         Loan Documents

	25b

         
	Review
                                         the Mortgage Loan Documents for an indication that, except in connection with a trustee’s
                                         sale after a default by the Mortgagor or in connection with any full or partial release
                                         of the Mortgaged Property or related security for such Mortgage Loan, no fees are payable
                                         to such trustee except for reasonable fees paid by the Mortgagor. If so determined, it
                                         will be a Test pass.
	Mortgage
                                         Loan Documents

         

	26.  Local
                                         Law Compliance.   To the mortgage loan seller’s knowledge, based
                                         solely upon any of a letter from any governmental authorities, a legal opinion, an architect’s
                                         letter, a zoning consultant’s report, an endorsement to the related Title Policy,
                                         or other affirmative investigation of local law compliance consistent with the investigation
                                         conducted by the mortgage loan seller for similar commercial and multifamily mortgage
                                         loans intended for securitization, the improvements located on or forming part of each
                                         Mortgaged Property securing a Mortgage Loan are in material compliance with applicable
                                         laws, zoning ordinances, rules, covenants, and restrictions (collectively “Zoning
                                         Regulations”) governing the occupancy, use, and operation of such Mortgaged Property
                                         or constitute a legal non-conforming use or structure and any non-conformity with zoning
                                         laws constitutes a legal non-conforming use or structure which does not materially and
                                         adversely affect the use or operation of such Mortgaged Property. In the event of casualty
                                         or destruction, (a) the Mortgaged Property may be restored or repaired to the extent
                                         necessary to maintain the use of the structure immediately prior to such casualty or
                                         destruction, (b) law and ordinance insurance coverage has been obtained for the Mortgaged
                                         Property in amounts customarily required by the
	26a

         
	Review
                                         the zoning report to determine if the improvements located on or forming part of each
                                         Mortgaged Property securing a Mortgage Loan are in material compliance with applicable
                                         Zoning Regulations governing the occupancy, use, and operation of such Mortgaged Property
                                         or constitute a legal non-conforming use or structure. If so determined, it will be a
                                         Test pass.
	Zoning
                                         report

         

	26b

         
	Review
                                         the zoning report to determine if any non-conformity with zoning laws constitutes a legal
                                         non-conforming use or structure which does not materially and adversely affect the use
                                         or operation of such Mortgaged Property. If so determined, it will be a Test pass.
	Zoning
                                         report

         

	26c

         
	Review
                                         the Mortgage Loan Documents for provisions to the effect that, in the event of casualty
                                         or destruction, the Mortgaged Property may be restored or repaired to the extent necessary
                                         to maintain the use of the structure immediately prior to such casualty or destruction.
                                         If such provisions are found, it will be a Test pass.
	Mortgage
Loan Documents

         

	26d
	If
                                         the zoning report indicates that all or any part of the
	Zoning
                                         report; Insurance





 


     Exhibit QQ-22


     


    

 





	mortgage
                                         loan seller for loans originated for securitization that provides coverage for additional
                                         costs to rebuild and/or repair the property to current Zoning Regulations, (c) the inability
                                         to restore the Mortgaged Property to the full extent of the use or structure immediately
                                         prior to the casualty would not materially and adversely affect the use or operation
                                         of such Mortgaged Property, or (d) title insurance coverage has been obtained for such
                                         nonconformity.
	 	Mortgaged
                                         Property do not comply with zoning laws, review the insurance consultant report to determine
                                         if law and ordinance coverage was obtained prior to the Closing Date that provides coverage
                                         for additional costs to rebuild and/or repair the property to current Zoning Regulations.
                                         If not so determined, review the Title Policy to determine if it insures over such nonconformity.
                                         If so determined, it will be a Test pass.
	Consultant
    Report
	27.  Licenses
                                         and Permits.   Each Mortgagor covenants in the Mortgage Loan documents
                                         that it shall keep all material licenses, permits, franchises, certificates of occupancy,
                                         consents, and other approvals necessary for the operation of the Mortgaged Property in
                                         full force and effect, and to the mortgage loan seller’s knowledge based upon any
                                         of a letter from any government authorities or other affirmative investigation of local
                                         law compliance consistent with the investigation conducted by the mortgage loan seller
                                         for similar commercial and multifamily mortgage loans intended for securitization; all
                                         such material licenses, permits, franchises, certificates of occupancy, consents, and
                                         other approvals are in effect or the failure to obtain or maintain such material licenses,
                                         permits, franchises or certificates of occupancy does not materially and adversely affect
                                         the use and/or operation of the Mortgaged Property as it was used and operated as of
                                         the date of origination of the Mortgage Loan or the rights of a holder of the related
                                         Mortgage Loan. The Mortgage Loan requires the related Mortgagor to be qualified to do
                                         business in the jurisdiction in which the related Mortgaged Property is located and for
                                         the Mortgagor and the Mortgaged Property to be in compliance in all material respects
                                         with all regulations, zoning and building laws.

         
	27a

         
	Review
                                         the Mortgage Loan Documents to determine if the Mortgagor has covenanted to keep all
                                         material licenses, permits, franchises, certificates of occupancy, consents, and other
                                         approvals necessary for the operation of the Mortgaged Property in full force and effect.
                                         If so determined, it will be a Test pass.
	Mortgage
                                         Loan Documents

         

	27b

         
	Review
                                         the Mortgage Loan Documents and the MS Servicer Notices for a notation or other indication
                                         that (a) the Mortgage Loan Seller had knowledge that any licenses, permits, franchises,
                                         certificates of occupancy, consents, or other approvals necessary for the operation of
                                         the Mortgaged Property are not in effect, and (b) the failure to obtain or maintain such
                                         material licenses, permits, franchises or certificates of occupancy could materially
                                         and adversely affect the use and/or operation of the Mortgaged Property as it was used
                                         and operated as of the date of origination. If such a notation or other indication is
                                         not found, it will be a Test pass.

         
	Mortgage
                                         Loan Documents; MS Servicer Notices

         

	27c

         
	Review
                                         the Mortgage Loan Documents for provisions requiring the Mortgagor to be qualified to
                                         do business in the jurisdiction in which the Mortgaged Property is located, and in compliance
                                         in all material respects with all regulations, zoning and building laws. If such provisions
                                         are found, it will be a Test pass.
	Mortgage
                                         Loan Documents

         

	28.  Recourse
                                         Obligations.   The Mortgage Loan documents for each Mortgage Loan
                                         provide that such Mortgage Loan (a) becomes full recourse to the Mortgagor and guarantor
                                         (which is a natural person or persons, or an entity distinct from the Mortgagor (but
                                         may be
	28a

         
	Review
                                         the Mortgage Loan Documents for provisions permitting full recourse to the Mortgagor
                                         and guarantor in connection with the events or circumstances set forth in clauses (a)(i)
                                         through (a)(iii) of representation and warranty
	Mortgage
                                         Loan Documents





 


     Exhibit QQ-23


     


    

 





	affiliated
                                         with the Mortgagor) that, as of the date of origination of the related Mortgage Loan,
                                         has assets other than equity in the related Mortgaged Property that are not de minimis)
                                         in any of the following events: (i) if any petition for bankruptcy, insolvency, dissolution
                                         or liquidation pursuant to federal bankruptcy law, or any similar federal or state law,
                                         shall be filed by, consented to, or acquiesced in by, the Mortgagor; (ii) Mortgagor or
                                         guarantor shall have colluded with other creditors to cause an involuntary bankruptcy
                                         filing with respect to the Mortgagor or (iii) transfers of either the Mortgaged Property
                                         or equity interests in Mortgagor made in violation of the Mortgage Loan documents; and
                                         (b) contains provisions providing for recourse against the Mortgagor and guarantor (which
                                         is a natural person or persons, or an entity distinct from the Mortgagor (but may be
                                         affiliated with the Mortgagor) that, as of the date of origination of the related Mortgage
                                         Loan, has assets other than equity in the related Mortgaged Property that are not de
                                         minimis), for losses and damages sustained in the case of (i) (A) misapplication,
                                         misappropriation or conversion of insurance proceeds or condemnation awards or of rents
                                         following an event of default, or (B) any security deposits not delivered to lender upon
                                         foreclosure or action in lieu thereof (except to the extent applied in accordance with
                                         leases prior to a Mortgage Loan event of default); (ii) the Mortgagor’s fraud or
                                         intentional misrepresentation; (iii) willful misconduct by the Mortgagor or guarantor;
                                         (iv) breaches of the environmental covenants in the Mortgage Loan documents; or (v) commission
                                         of material physical waste at the Mortgaged Property, which may, with respect to this
                                         clause (v), in certain instances, be limited to acts or omissions of the related Mortgagor,
                                         guarantor, property manager or their affiliates, employees or agents.
	 	28.
    If such provisions are found, it will be a Test pass.	 
	28b

         
	Review
                                         the Mortgage Loan Documents to determine if there exist provisions permitting recourse
                                         against the Mortgagor and guarantor in connection with the events or circumstances set
                                         forth in clauses (b)(i) through (b)(v) of representation and warranty 28. If so determined,
                                         it will be a Test pass.
	Mortgage
                                         Loan Documents

	29.  Mortgage
                                         Releases.   The terms of the related Mortgage or related Mortgage
                                         Loan documents do not provide for release of any material portion of the Mortgaged Property
                                         from the lien of the Mortgage except (a) a partial release, accompanied by principal
                                         repayment of not less than a specified percentage at least equal to 115% of the related
                                         allocated loan amount of such portion of the Mortgaged Property, (b) upon payment in
                                         full of such Mortgage Loan, (c) upon a Defeasance defined in representation and warranty
                                         34 below, (d) releases of out-parcels that are unimproved or other portions of the Mortgaged
                                         Property which will not have a material adverse effect on
	29a

         
	Review
                                         the Mortgage Loan Documents to determine if the only conditions under which a property
                                         may be released during the life of the loan are as set forth in clauses (a) through (e)
                                         of the first sentence of representation and warranty 29. If so determined, it will be
                                         a Test pass.
	Mortgage
                                         Loan Documents

	29b

         
	Review
                                         the Mortgage Loan Documents to determine if any partial release described in clauses
                                         (a) or (d) of the first sentence of representation and warranty 29 (i) for Mortgage Loans
                                         originated on or before December 6, 2010, is pursuant to a unilateral option of the Mortgagor
                                         within the meaning of
	Mortgage
                                         Loan Documents





 


     Exhibit QQ-24


     


    

 





	the
                                         underwritten value of the Mortgaged Property and which were not afforded any material
                                         value in the appraisal obtained at the origination of the Mortgage Loan and are not necessary
                                         for physical access to the Mortgaged Property or compliance with zoning requirements,
                                         or (e) as required pursuant to an order of condemnation. With respect to any partial
                                         release under the preceding clauses (a) or (d), either: (x) such release of collateral
                                         (i) would not constitute a “significant modification” of the subject Mortgage
                                         Loan within the meaning of Treasury regulations Section 1.860G 2(b)(2) and (ii) would
                                         not cause the subject Mortgage Loan to fail to be a “qualified mortgage”
                                         within the meaning of Code Section 860G(a)(3)(A); or (y) the mortgagee or servicer can,
                                         in accordance with the related Mortgage Loan documents, condition such release of collateral
                                         on the related Mortgagor’s delivery of an opinion of tax counsel to the effect
                                         specified in the immediately preceding clause (x). For purposes of the preceding clause
                                         (x), for any Mortgage Loan originated after December 6, 2010, if the fair market value
                                         of the real property constituting such Mortgaged Property after the release (reduced
                                         by (1) the amount of any lien on the real property that is senior to the Mortgage Loan
                                         and (2) a proportionate amount of any lien on the real property that is in parity with
                                         the Mortgage Loan) is not equal to at least 80% of the principal balance of the Mortgage
                                         Loan or related Whole Loan outstanding after the release, the Mortgagor is required to
                                         make a payment of principal in an amount not less than the amount required by the REMIC
                                         provisions of the Code.

         

        In
        the case of any Mortgage Loan originated after December 6, 2010, in the event of a taking of any portion of a Mortgaged
        Property by a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement, the
        Mortgagor can be required to pay down the principal balance of the Mortgage Loan or related Whole Loan in an amount not
        less than the amount required by the REMIC provisions of the Code and, to such extent, such amount may not be required
        to be applied to the restoration of the Mortgaged Property or released to the Mortgagor, if, immediately after the release
        of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration)
        the fair market value of the real property constituting the remaining Mortgaged Property (reduced by (1) the amount of
        any lien on the
	 	Treasury
                                         Regulations Section 1.1001-3 or (ii) for Mortgage Loans originated after December 6,
                                         2010, is prohibited if the ratio of the value of the remaining Mortgaged Property to
                                         the outstanding principal amount of the Mortgage Loan or Whole Loan, as applicable, is
                                         less than 80% (based solely on the value of the real property securing such Mortgage
                                         Loan) without a “qualified paydown” as such term is defined in Revenue Procedure
                                         2010-30. If so determined, it will be a Test pass.
	 
	29c

         
	Review
                                         the Mortgage Loan Documents to determine if there are provisions that provide that, for
                                         any Mortgage Loan originated after December 6, 2010, in the event of a taking of any
                                         portion of a Mortgaged Property by a State or any political subdivision or authority
                                         thereof, whether by legal proceeding or by agreement, the Mortgagor can be required to
                                         pay down the principal balance of the Mortgage Loan or Whole Loan in an amount not less
                                         than the amount required by the REMIC Provisions and, to such extent, may not be required
                                         to be applied to the restoration of the Mortgaged Property or released to the Mortgagor,
                                         if, immediately after the release of such portion of the Mortgaged Property from the
                                         lien of the Mortgage (but taking into account the planned restoration) the fair market
                                         value of the real property constituting the remaining Mortgaged Property (reduced by
                                         (1) the amount of any lien on the real property that is senior to the Mortgage Loan and
                                         (2) a proportionate amount of any lien on the real property that is in parity with the
                                         Mortgage Loan) is not equal to at least 80% of the remaining principal balance of the
                                         Mortgage Loan or Whole Loan. If so determined, it will be a Test pass.
	Mortgage
                                         Loan Documents

         

	29d

         
	Review
                                         the Mortgage Loan Documents to determine if, for any Mortgage Loan originated after December
                                         6, 2010 and is secured by more than one Mortgaged Property or that is cross-collateralized
                                         with another Mortgage Loan, the Mortgage Loan does not permit the release of cross-collateralization
                                         of the related Mortgaged Properties or a portion thereof, including due to a partial
                                         condemnation, if the ratio of the value of the remaining Mortgaged Property to
	Mortgage
                                         Loan Documents

         





 


     Exhibit QQ-25


     


    

 





	real
                                         property that is senior to the Mortgage Loan and (2) a proportionate amount of any lien
                                         on the real property that is in parity with the Mortgage Loan) is not equal to at least
                                         80% of the remaining principal balance of the Mortgage Loan or related Whole Loan.

         

        In
        the case of any Mortgage Loan originated after December 6, 2010, no such Mortgage Loan that is secured by more than one
        Mortgaged Property or that is cross-collateralized with another Mortgage Loan permits the release of cross-collateralization
        of the related Mortgaged Properties or a portion thereof, including due to a partial condemnation, other than in compliance
        with the loan-to-value ratio and other requirements of the REMIC provisions of the Code.
	 	the
                                         outstanding principal amount of the Mortgage Loan or Whole Loan, as applicable, is less
                                         than 80% (based solely on the value of the real property securing such Mortgage Loan)
                                         without a “qualified paydown” as such term is defined in Revenue Procedure
                                         2010-30. If so determined, it will be a Test pass.
	 
	30.  Financial
                                         Reporting and Rent Rolls. Each Mortgage requires the Mortgagor to provide the owner
                                         or holder of the Mortgage with quarterly (other than for single-tenant properties) and
                                         annual operating statements, and quarterly (other than for single-tenant properties)
                                         rent rolls for properties that have leases contributing more than 5% of the in-place
                                         base rent and annual financial statements, which annual financial statements (i) with
                                         respect to each Mortgage Loan with more than one Mortgagor are in the form of an annual
                                         combined balance sheet of the Mortgagor entities (and no other entities), together with
                                         the related combined statements of operations, members’ capital and cash flows,
                                         including a combining balance sheet and statement of income for the Mortgaged Properties
                                         on a combined basis and (ii) for each Mortgage Loan with an original principal balance
                                         greater than $50 million, shall be audited by an independent certified public accountant
                                         upon the request of the owner or holder of the Mortgage.

         
	30a

         
	Review
                                         the Mortgage Loan Documents to determine if they require the Mortgagor to provide the
                                         owner or holder of the Mortgage with quarterly (other than for single-tenant properties)
                                         and annual operating statements. If so determined, it will be a Test pass.
	Mortgage
                                         Loan Documents

         

	30b

         
	Review
                                         the Mortgage Loan Documents to determine if they require the Mortgagor to provide the
                                         owner or holder of the Mortgage with quarterly (other than for single-tenant properties)
                                         rent rolls for properties that have leases contributing more than 5% of the in-place
                                         base rent. If so determined, it will be a Test pass.
	Mortgage
                                         Loan Documents

         

	30c

         
	Review
                                         the Mortgage Loan Documents to determine if there is more than one Mortgagor with respect
                                         to the Mortgage Loan, and if so determined, review to determine if the annual financial
                                         statements for each are required to be in the form of an annual combined balance sheet
                                         of the Mortgagor entities (and no other entities), together with the related combined
                                         statements of operations, members’ capital and cash flows, including a combining
                                         balance sheet and statement of income for the Mortgaged Properties on a combined basis.
                                         If so determined with respect to each part of this Test, it will be a Test pass.
	Mortgage
                                         Loan Documents

         

	30d

         
	Review
                                         the Mortgage Loan Documents to determine if the original principal balance was greater
                                         than $50 million, and
	Mortgage
                                         Loan Documents





 


     Exhibit QQ-26


     


    

 





	 	 	if
                                         so, review the Mortgage Loan Documents to determine if the annual financial statements
                                         are required to be audited by an independent certified public accountant upon the request
                                         of the owner or holder of the Mortgage. If so determined, it will be a Test pass.
	 
	31.  Acts
                                         of Terrorism Exclusion. With respect to each Mortgage Loan over $20 million, the
                                         related special-form all-risk insurance policy and business interruption policy (issued
                                         by an insurer meeting the Insurance Rating Requirements) do not specifically exclude
                                         Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended
                                         by the Terrorism Risk Insurance Program Reauthorization Act of 2007 and the Terrorism
                                         Risk Insurance Program Reauthorization Act of 2015 (collectively referred to as “TRIA”),
                                         from coverage, or if such coverage is excluded, it is covered by a separate terrorism
                                         insurance policy. With respect to each other Mortgage Loan, the related special all-risk
                                         insurance policy and business interruption policy (issued by an insurer meeting the Insurance
                                         Rating Requirements) did not, as of the date of origination of the Mortgage Loan, and,
                                         to the mortgage loan seller’s knowledge, do not, as of the Cut-off Date, specifically
                                         exclude Acts of Terrorism, as defined in TRIA, from coverage, or if such coverage is
                                         excluded, it is covered by a separate terrorism insurance policy. With respect to each
                                         Mortgage Loan, the related Mortgage Loan documents do not expressly waive or prohibit
                                         the mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA, or damages
                                         related thereto, except to the extent that any right to require such coverage may be
                                         limited by availability on commercially reasonable terms.

         
	31a

         
	Review
                                         the Mortgage Loan Documents to determine if the original principal balance was greater
                                         than $20 million. If so determined, review the related special-form all-risk insurance
                                         policy and business interruption policy (issued by an insurer meeting the Insurance Rating
                                         Requirements) to determine if they do not specifically exclude acts of terrorism from
                                         coverage, or if they do, there exists in the Diligence File a separate terrorism insurance
                                         policy related to the Mortgaged Property. If so determined, it will be a Test pass.
	Mortgage
                                         Loan Documents; Insurance Policies; Diligence File

         

	31b

         
	Review
                                         the Mortgage Loan Documents to determine if the original principal balance was $20 million
                                         or less at origination. If so, review the related special all-risk insurance policy and
                                         business interruption policy to determine if they do not, as of the date of origination
                                         of the Mortgage Loan, specifically exclude acts of terrorism, from coverage, or if such
                                         coverage is excluded, it is covered by a separate terrorism insurance policy. If so determined
                                         with respect to each part of this Test, it will be a Test pass.
	Mortgage
                                         Loan Documents; Insurance Policy

         

	31c

         
	Review
                                         the insurance policy to determine if, as of the Cut-off Date, the related special all-risk
                                         insurance policy and business interruption policy specifically excluded acts of terrorism
                                         from coverage, and if such coverage is excluded, the related Mortgaged Property was not
                                         covered by a separate terrorism insurance policy. If not so determined, it will be a
                                         Test pass
	Mortgage
                                         Loan Documents; Insurance Policy

         

	31d

         
	Review
                                         the Mortgage Loan Documents to determine if they expressly waive or prohibit the mortgagee
                                         from requiring coverage for acts of terrorism, or damages related thereto, except to
                                         the extent that any right to require such coverage may be limited by availability on
                                         commercially reasonable
	Mortgage
                                         Loan Documents

         





 


     Exhibit QQ-27


     


    

 





	 	 	terms.
     If not so determined, it will be a Test pass.	 
	32.  Due
                                         on Sale or Encumbrance. Subject to specific exceptions set forth below, each Mortgage
                                         Loan contains a “due-on-sale” or other such provision for the acceleration
                                         of the payment of the unpaid principal balance of such Mortgage Loan if, without the
                                         consent of the holder of the Mortgage and/or complying with the requirements of the related
                                         Mortgage Loan documents (which provide for transfers without the consent of the lender
                                         which are customarily acceptable to the mortgage loan seller lending on the security
                                         of property comparable to the related Mortgaged Property, such as transfers of worn-out
                                         or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent
                                         value and functionality and transfers by leases entered into in accordance with the Mortgage
                                         Loan documents), (a) the related Mortgaged Property, or any controlling equity interest
                                         in the related Mortgagor, is directly or indirectly pledged, transferred or sold, other
                                         than as related to (i) family and estate planning transfers or transfers upon death or
                                         legal incapacity, (ii) transfers to certain affiliates as defined in the related Mortgage
                                         Loan documents, (iii) transfers of less than a controlling interest in a Mortgagor, (iv)
                                         transfers to another holder of direct or indirect equity in the Mortgagor, a specific
                                         Person designated in the related Mortgage Loan documents or a Person satisfying specific
                                         criteria identified in the related Mortgage Loan documents, (v) transfers of common stock
                                         in publicly traded companies, (vi) a substitution or release of collateral within the
                                         parameters of representations and warranties 29 and 34, or (vii) by reason of any mezzanine
                                         debt that existed at the origination of the related Mortgage Loan, or future permitted
                                         mezzanine debt or (b) the related Mortgaged Property is encumbered with a subordinate
                                         lien or security interest against the related Mortgaged Property, other than (i) any
                                         companion interest of any Mortgage Loan or any subordinate debt that existed at origination
                                         and is permitted under the related Mortgage Loan documents, (ii) purchase money security
                                         interests (iii) any Mortgage Loan that is cross-collateralized and cross-defaulted with
                                         another Mortgage Loan or (iv) Permitted Encumbrances. The Mortgage or other Mortgage
                                         Loan documents provide that to the extent any Rating Agency fees are incurred in connection
                                         with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible
                                         for such payment along
	32a

         
	Review
                                         the Mortgage Loan Documents to determine if there are “due-on-sale” or other
                                         such provisions for the acceleration of the payment of the unpaid principal balance of
                                         such Mortgage Loan in the circumstances described in the first sentence of representation
                                         and warranty 32. If so determined, it will be a Test pass.
	Mortgage
                                         Loan Documents

         

	32b

         
	Review
                                         the Mortgage Loan Documents to determine if there are provisions that require that if
                                         Rating Agency fees are incurred in connection with the review of and consent to any transfer
                                         or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable
                                         fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance.
                                         If so determined, it will be a Test pass.
	Mortgage
                                         Loan Documents

         





 


     Exhibit QQ-28


     


    

 





	with
                                         all other reasonable fees and expenses incurred by the mortgagee relative to such transfer
                                         or encumbrance.
	 	 	 
	33.  Single-Purpose
                                         Entity. Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for
                                         at least as long as the Mortgage Loan is outstanding. Both the Mortgage Loan documents
                                         and the organizational documents of the Mortgagor with respect to each Mortgage Loan
                                         with a Cut-off Date Balance in excess of $5 million provide that the Mortgagor is a Single-Purpose
                                         Entity, and each Mortgage Loan with a Cut-off Date Balance of $20 million or more has
                                         a counsel’s opinion regarding non-consolidation of the Mortgagor. For this purpose,
                                         a “Single-Purpose Entity” shall mean an entity, other than an individual,
                                         whose organizational documents (or if the Mortgage Loan has a Cut-off Date Balance equal
                                         to $5 million or less, its organizational documents or the related Mortgage Loan documents)
                                         provide substantially to the effect that it was formed or organized solely for the purpose
                                         of owning and operating one or more of the Mortgaged Properties securing the Mortgage
                                         Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property
                                         or Properties, and whose organizational documents further provide, or which entity represented
                                         in the related Mortgage Loan documents, substantially to the effect that it does not
                                         have any assets other than those related to its interest in and operation of such Mortgaged
                                         Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s)
                                         or the other related Mortgage Loan documents, that it has its own books and records and
                                         accounts separate and apart from those of any other person (other than a Mortgagor for
                                         a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage
                                         Loan), and that it holds itself out as a legal entity, separate and apart from any other
                                         person or entity.
	33a

         
	Review
                                         the Mortgage Loan Documents to determine if they require that the Mortgagor to be a Single-Purpose
                                         Entity (as defined in representation and warranty 33) for at least as long as any Mortgage
                                         Loan is outstanding. If so determined, it will be a Test pass.
	Mortgage
                                         Loan Documents

         

	33b

         
	Examine
                                         the Mortgage Loan Purchase Agreement or the PSA for the Cut-off Date Balance of the Mortgage
                                         Loan. If the Mortgage Loan had a Cut-off Date Balance in excess of $5 million, review
                                         the Mortgage Loan Documents and the Mortgagor’s organizational documents to determine
                                         if they require that the Mortgagor is a Single-Purpose Entity. If so determined, it will
                                         be a Test pass.
	Mortgage
                                         Loan Documents; Mortgage Loan Purchase Agreement; PSA; Mortgagor’s organizational
                                         documents

	33c

         
	Review
                                         the Mortgage Loan Purchase Agreement or the PSA for Closing Date balances, and with respect
                                         to Mortgage Loans with a Cut-off Date Balance of $20 million, review the Mortgagor’s
                                         Counsel Opinion for an opinion regarding non-consolidation of the Mortgagor. If such
                                         an opinion is found, it will be a Test pass. 
	Mortgage
                                         Loan Purchase Agreement; PSA; Mortgagor’s Counsel Opinion

         

	34.  Defeasance.
                                         With respect to any Mortgage Loan that, pursuant to the Mortgage Loan documents,
                                         can be defeased (a “Defeasance”), (i) the Mortgage Loan documents
                                         provide for defeasance as a unilateral right of the Mortgagor, subject to satisfaction
                                         of conditions specified in the Mortgage Loan documents; (ii) the Mortgage Loan cannot
                                         be defeased within two years after the Closing Date; (iii) the Mortgagor is permitted
                                         to pledge only United States “government securities” within the meaning of
                                         Treasury regulations Section 1.860G-
	34

         
	Review
                                         the Mortgage Loan Documents to determine if there are provisions allowing the Mortgage
                                         Loan to be defeased, and if so, whether such Mortgage Loan Documents contain the provisions
                                         described in clauses (i) through (viii) of representation and warranty 34. If so determined,
                                         it will be a Test pass.
	Mortgage
                                         Loan Documents

         





 


     Exhibit QQ-29


     


    

 





	2(a)(8)(ii),
                                         the revenues from which will, in the case of a full Defeasance, be sufficient to make
                                         all scheduled payments under the Mortgage Loan when due, including the entire remaining
                                         principal balance on (A) the maturity date, (B) on or after the first date on which payment
                                         may be made without payment of a yield maintenance charge or prepayment penalty or (C)
                                         if the Mortgage Loan is an ARD Loan, the entire principal balance outstanding on the
                                         related Anticipated Repayment Date, and if the Mortgage Loan permits partial releases
                                         of real property in connection with partial defeasance, the revenues from the collateral
                                         will be sufficient to pay all such scheduled payments calculated on a principal amount
                                         equal to a specified percentage at least equal to 115% of the allocated loan amount for
                                         the real property to be released; (iv) the defeasance collateral is not permitted to
                                         be subject to prepayment, call, or early redemption; (v) the Mortgagor is required to
                                         provide a certification from an independent certified public accountant that the collateral
                                         is sufficient to make all scheduled payments under the Mortgage Note as set forth in
                                         (iii) above, (vi) if the Mortgagor would continue to own assets in addition to the defeasance
                                         collateral, the portion of the Mortgage Loan secured by defeasance collateral is required
                                         to be assumed (or the Mortgagee may require such assumption) by a Single-Purpose Entity;
                                         (vii) the Mortgagor is required to provide an opinion of counsel that the Mortgagee has
                                         a perfected security interest in such collateral prior to any other claim or interest;
                                         and (viii) the Mortgagor is required to pay all rating agency fees associated with defeasance
                                         (if rating confirmation is a specific condition precedent thereto) and all other reasonable
                                         expenses associated with defeasance, including, but not limited to, accountant’s
                                         fees and opinions of counsel.
	 	 	 
	35.  Fixed
                                         Interest Rates. Each Mortgage Loan bears interest at a rate that remains fixed throughout
                                         the remaining term of such Mortgage Loan, except in the case of an ARD Loan and situations
                                         where default interest is imposed.
	35

         
	Review
                                         the Mortgage Note or Loan Agreement to determine if there are provisions requiring that
                                         the loan has a fixed interest rate that remains fixed throughout the term of such Mortgage
                                         Loan, except in the case of an ARD Loan and situations where default interest is imposed.
                                         If so determined, it will be a Test pass.
	Mortgage
                                         Note; Loan Agreement





 


     Exhibit QQ-30


     


    

 





	36.  Ground
                                         Leases.   For purposes of the MLPA, a “Ground Lease”
                                         shall mean a leasehold estate in real property where the fee owner as the ground
                                         lessor conveys for a term or terms of years its entire interest in the land and buildings
                                         and other improvements, if any, to the ground lessee (who may, in certain circumstances,
                                         own the building and improvements on the land), subject to the reversionary interest
                                         of the ground lessor as fee owner.

         

        With
        respect to any Mortgage Loan where the Mortgage Loan is secured by a ground leasehold estate in whole or in part, and
        the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based
        upon the terms of the ground lease and any estoppel or other agreement received from the ground lessor in favor of the
        mortgage loan seller, its successors and assigns:

         

        (A)  The
        ground lease or a memorandum regarding such ground lease has been duly recorded or submitted for recordation in a form
        that is acceptable for recording in the applicable jurisdiction. The ground lease or an estoppel or other agreement received
        from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict
        the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would adversely affect
        the security provided by the related Mortgage. To the mortgage loan seller’s knowledge, no material change in the
        terms of the ground lease had occurred since its recordation, except by any written instruments which are included in
        the related Mortgage File;

         

        (B)  The
        lessor under such ground lease has agreed in a writing included in the related Mortgage File (or in such ground lease)
        that the ground lease may not be amended, modified, canceled or terminated without the prior written consent of the lender
        and that any such action without such consent is not binding on the lender, its successors or assigns;

         

        (C)  The
        ground lease has an original term (or an original term plus one or more optional renewal terms, which, under all
	36a

         
	Review
the appraisal to determine if the Loan is secured by a Ground Lease (as defined in representation and warranty 36). If so, review
the Title Policy and Mortgage Loan Documents to determine if the related Mortgage does not also encumber the lessor’s fee
interest in the Mortgaged Property. If so determined, it will be a Test pass.
	Appraisal;
                                         Mortgage Loan Documents

         

	36b

         
	Review
                                         the Title Policy and Mortgage Loan Documents to determine if the Ground Lease or memorandum
                                         has been recorded or submitted for recordation. If so determined, it will be a Test pass.
	Title
                                         Policy; Mortgage Loan Documents

         

	36c

         
	Review
                                         the Ground Lease and the ground lessor’s estoppel (or other agreement of the ground
                                         lessor) to determine if the interest of the lessee is permitted to be encumbered by the
                                         Mortgage and does not restrict the use of the Mortgaged Property by such lessee, its
                                         successors or assigns in a manner that would adversely affect the security provided by
                                         the Mortgage. If so determined, it will be a Test pass.
	Ground
                                         Lease; Ground lessor’s estoppel

         

	36d

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         that, as of the Closing Date, there was any material change in the terms of any Ground
                                         Lease since its recordation. If such a notation or other indication is not found, it
                                         will be a Test pass.

         

        If
        such a notation or other indication is found, review the Mortgage File to determine if the modification agreement or instrument
        is in the Mortgage File. If so determined, it will be a Test pass.
	MS
                                         Servicer Notices; Mortgage File

         

	36e

         
	Review
                                         the Ground Lease and Ground lessor’s estoppel to determine if the lessor has agreed
                                         that the Ground Lease may not be amended, modified, canceled or terminated without the
                                         prior written consent of the lender and that any such action without such consent is
                                         not binding on the lender, its successors or assigns. If so determined, it will be a
                                         Test pass.
	Ground
                                         Lease; Estoppel (or other agreement of the ground lessor)

         

	36f
	Review
                                         the Ground Lease to determine if it has an original
	Ground
                                         Lease; Estoppel





 


     Exhibit QQ-31


     


    

 



	circumstances,
                                         may be exercised, and will be enforceable, by either borrower or the mortgagee) that
                                         extends not less than 20 years beyond the stated maturity of the related Mortgage Loan,
                                         or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated
                                         maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially
                                         amortizes);

         

        (D)  The
        ground lease is not subject to any interests, estates, liens or encumbrances superior to, or of equal priority with, the
        Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances;

         

        (E)  The
        ground lease does not place commercially unreasonable restrictions on the identity of the mortgagee and the ground lease
        is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder,
        and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and
        assigns without the consent of the lessor;

         

        (F)  The
        mortgage loan seller has not received any written notice of default under or notice of termination of such ground lease.
        To the mortgage loan seller’s knowledge, there is no default under such ground lease and no condition that, but
        for the passage of time or giving of notice, would result in a default under the terms of such ground lease and, to the
        mortgage loan seller’s knowledge, such ground lease is in full force and effect as of the

        Closing
        Date;

         

        (G)  The
        ground lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the lender written
        notice of any default, provides that no notice of default or termination is effective unless such notice is given to the
        lender, and requires that the ground lessor will supply an estoppel;

         

        (H)
        A lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the
        interest of the lessee under the ground lease through legal proceedings) to cure any default under the ground lease which
        is curable after the lender’s receipt of notice of any default before
	 	term
                                         (or an original term plus one or more optional renewal terms, which, under all circumstances,
                                         may be exercised, and will be enforceable, by either borrower or the mortgagee) that
                                         extends not less than 20 years beyond the stated maturity of the Mortgage Loan, or 10
                                         years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity
                                         (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially
                                         amortizes). If so determined, it will be a Test pass.
	 
	36g
	Review
                                         the Title Policy to determine if the Ground Lease is not subject to any interests, estates,
                                         liens or encumbrances superior to, or of equal priority with, the Mortgage, except for
                                         the related fee interest of the ground lessor and the Permitted Encumbrances. If so determined,
                                         it will be a Test pass.
	Title
                                         Policy

	36h
	Review
                                         the Ground Lease and any estoppel (or other agreement of the ground lessor) to determine
                                         if the Ground Lease does not place restrictions on the identity of the Mortgagee, as
                                         determined by the Asset Representations Reviewer. If so determined, it will be a Test
                                         pass.
	Ground
                                         Lease; Estoppel (or other agreement of the ground lessor)

	36i
	Review
                                         the Ground Lease or estoppel (or other agreement of the ground lessor) to determine if
                                         the Ground Lease is assignable to the holder of any Mortgage Loan and its successors
                                         and assigns without the consent of the lessor, and in the event of such assignment, it
                                         is further assignable by the holder of any Mortgage Loan and its successors and assigns
                                         without the consent of the lessor. If so determined, it will be a Test pass.
	Ground
                                         Lease; Estoppel (or other agreement of the ground lessor)

	36j
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         that the Mortgage Loan Seller has received any written notice of default under or notice
                                         of termination of such Ground Lease. If such a notation or other indication is not found,
                                         it will be a Test pass.
	MS
                                         Servicer Notices

	36k
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         that the Mortgage Loan
	MS
                                         Servicer Notices





 


     Exhibit QQ-32


     


    
 





	the
                                         lessor may terminate the ground lease;

         

        (I)  The
        ground lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by the mortgage
        loan seller in connection with loans originated for securitization;

         

        (J)  Under
        the terms of the ground lease, an estoppel or other agreement received from the ground lessor and the related Mortgage
        (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s
        interest (other than in respect of a total or substantially total loss or taking as addressed in subpart (K)) will be
        applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such
        proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the lender or a trustee
        appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment
        of the outstanding principal balance of the Mortgage Loan, together with any accrued interest;

         

        (K)  In
        the case of a total or substantial taking or loss, under the terms of the ground lease, an estoppel or other agreement
        and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable
        to ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged
        Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance
        of the Mortgage Loan, together with any accrued interest; and

         

        (L)  Provided
        that the lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a
        new lease with lender upon termination of the ground lease for any reason, including rejection of the ground lease in
        a bankruptcy proceeding.
	 	Seller
                                         had knowledge as of the Closing Date that there was a default under such Ground Lease
                                         or there existed any condition that, but for the passage of time or giving notice, would
                                         result in a default under the terms of such Ground Lease. If such a notation or other
                                         indication is not found, it will be a Test pass.
	 
	36l
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         that, to the Mortgage Loan Seller’s knowledge, the Ground Lease was not in full
                                         force and effect as of the Closing Date. If such a notation or other indication is not
                                         found, it will be a Test pass.
	MS
                                         Servicer Notices

	36m
	Review
                                         the Ground Lease or estoppel (or other agreement of the ground lessor) to determine if
                                         the lessor is required to give to the lender written notice of any default, and provides
                                         that no notice of default or termination is effective unless such notice is given to
                                         the lender, and requires that the ground lessor will supply an estoppel. If so determined,
                                         it will be a Test pass.
	Ground
                                         Lease; Estoppel (or other agreement of the ground lessor)

	36n
	Review
                                         the Ground Lease or estoppel (or other agreement of the ground lessor) to determine if
                                         the lender is permitted an opportunity (including, where necessary, sufficient time to
                                         gain possession of the interest of the lessee under the Ground Lease through legal proceedings)
                                         to cure any default under the Ground Lease which is curable after the lender’s
                                         receipt of notice of any default before the lessor may terminate the Ground Lease. If
                                         so determined, it will be a Test pass.
	Ground
                                         Lease; estoppel (or other agreement of the ground lessor)

	36o
	Review
                                         the Ground Lease to determine if it does not impose any unreasonable restrictions on
                                         subletting. If so determined, it will be a Test pass.
	Ground
                                         Lease

	36p
	Review
                                         the Ground Lease, estoppel (or other agreement of the ground lessor), and Mortgage Loan
                                         Documents to determine if there are provisions that any related insurance proceeds or
                                         the portion of the condemnation award allocable to the ground lessee’s interest
                                         (other than in respect of a total or substantially total loss or taking as addressed
                                         in subpart (K)) are required to be applied either to the repair or to
	Ground
                                         Lease; Estoppel (or other agreement of the ground lessor); Mortgage Loan Documents





 


     Exhibit QQ-33


     


    

 





	 	 	restoration
                                         of all or part of the related Mortgaged Property

        with
        (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan Documents) the
        lender or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses,
        or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest. If so
        determined, it will be a Test pass.
	 
	36q
	Review
                                         the Ground Lease, estoppel (or other agreement of the ground lessor), and Mortgage Loan
                                         Documents to determine if, in the case of a total or substantial taking or loss, under
                                         the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage
                                         (taken together), any related insurance proceeds, or portion of the condemnation award
                                         allocable to ground lessee’s interest in respect of a total or substantially total
                                         loss or taking of the related Mortgaged Property to the extent not applied to restoration,
                                         will be applied first to the payment of the outstanding principal balance of any Mortgage
                                         Loan, together with any accrued interest. If so determined, it will be a Test pass.
	Ground
                                         Lease; Estoppel (or other agreement of the ground lessor); Mortgage Loan Documents

	36r
	Review
                                         the Ground Lease or estoppel (or other agreement of the ground lessor) to determine if
                                         the ground lessor has agreed to enter into a new lease with lender upon termination of
                                         the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy
                                         proceeding, provided that the lender cures any defaults which are susceptible to being
                                         cured. If so determined, it will be a Test pass.
	Ground
                                         Lease; Estoppel (or other agreement of the ground lessor)

	37.  Servicing.
                                         The servicing and collection practices used by the mortgage loan seller in respect
                                         of each Mortgage Loan complied in all material respects with all applicable laws and
                                         regulations and was in all material respects legal, proper and prudent, in accordance
                                         with mortgage loan seller’s customary commercial mortgage servicing practices.
	37
	Review
                                         the MS Servicer Notices for a notation or other indication of any claims or assertions
                                         to the effect that the servicing and collection practices used by the Mortgage Loan Seller
                                         in respect of the Mortgage Loan did not comply in all material respects with all applicable
                                         laws and regulations or was not in all material respects legal, proper and prudent, in
                                         accordance with Mortgage Loan Seller’s

        customary
        commercial mortgage servicing practices. If such a notation or other indication is not found, it will be a Test
	MS
                                         Servicer Notices





 


     Exhibit QQ-34


     


    
 


	 	 	pass.	 
	38.  ARD
                                         Loan. Each Mortgage Loan identified in the Mortgage Loan Schedule as an ARD Loan
                                         starts to amortize no later than the Due Date of the calendar month immediately after
                                         the calendar month in which such ARD Loan closed and substantially fully amortizes over
                                         its stated term, which term is at least 60 months after the related Anticipated Repayment
                                         Date. Each ARD Loan has an Anticipated Repayment Date not less than five years following
                                         the origination of such Mortgage Loan. If the related Mortgagor elects not to prepay
                                         its ARD Loan in full on or prior to the Anticipated Repayment Date pursuant to the existing
                                         terms of the Mortgage Loan or a unilateral option (as defined in Treasury regulations
                                         under Code Section 1001) in the Mortgage Loan exercisable during the term of the Mortgage
                                         Loan, (i) the Mortgage Loan’s interest rate will step up to an interest rate per
                                         annum as specified in the related Mortgage Loan documents; provided, however,
                                         that payment of such Excess Interest shall be deferred until the principal of such ARD
                                         Loan has been paid in full; (ii) all or a substantial portion of the excess cash flow
                                         (which is net of certain costs associated with owning, managing and operating the related
                                         Mortgaged Property) collected after the Anticipated Repayment Date shall be applied towards
                                         the prepayment of such ARD Loan and once the principal balance of an ARD Loan has been
                                         reduced to zero all excess cash flow will be applied to the payment of accrued Excess
                                         Interest; and (iii) if the property manager for the related Mortgaged Property can be
                                         removed by or at the direction of the mortgagee on the basis of a debt service coverage
                                         test, the subject debt service coverage ratio shall be calculated without taking account
                                         of any increase in the related Mortgage Interest Rate on such Mortgage Loan’s Anticipated
                                         Repayment Date. No ARD Loan provides that the property manager for the related Mortgaged

        Property
        can be removed by or at the direction of the mortgagee solely because of the passage of the related Anticipated Repayment
        Date.
	38a
	Review
    the Mortgage Loan Schedule to determine if the Mortgage Loan is an ARD Loan. If so determined, review the Mortgage Loan Documents
    to determine if the Mortgage Loan has the provisions described in the first two sentences of the representation and warranty.
    If so determined with respect to each part of this Test, it will be a Test pass.	Mortgage
                                         Loan Documents; Mortgage Loan Schedule

	38b
	If
    the Mortgage Loan  is an ARD Loan, review the Mortgage Loan Documents to determine if there are the provisions required
    by clauses (i) through (iii) of the third sentence of representation 38. If so determined, it will be a Test pass.	Mortgage
                                         Loan Documents

	38c
	If
    the Mortgage Loan is an ARD Loan, review the Mortgage Loan Documents to determine if the property manager for the related
    Mortgaged Property cannot be removed by or at the direction of the mortgagee solely because of the passage of the related
    Anticipated Repayment Date. If so determined, it will be a Test pass.	Mortgage
                                         Loan Documents

	39.  Rent
                                         Rolls; Operating Histories. The mortgage loan seller has obtained a rent roll (each,
                                         a “Certified Rent Roll”) other than with respect to hospitality properties
                                         certified by the related Mortgagor or the related guarantor(s) as accurate and complete
                                         in all material respects as of a date within 180 days of the date of origination of the
	39a
	Determine
                                         that there is one or more Certified Rent Rolls in the Diligence File for all properties
                                         other than hospitality properties, or, with respect to properties other than hospitality
                                         properties, a representation as to the accuracy of the rent roll or rent rolls is made
                                         by the Mortgagor in the
	Diligence
                                         File; Certified Rent Roll; Mortgage Loan Documents




 


     Exhibit QQ-35


     


    

 





	related
                                         Mortgage Loan. The mortgage loan seller has obtained operating histories (the “Certified
                                         Operating Histories”) with respect to each Mortgaged Property certified by the
                                         related Mortgagor or the related guarantor(s) as accurate and complete in all material
                                         respects as of a date within 180 days of the date of origination of the related Mortgage
                                         Loan. The Certified Operating Histories collectively report on operations for a period
                                         equal to (a) at least a continuous three-year period or (b) in the event the Mortgaged
                                         Property was owned, operated or constructed by the Mortgagor or an affiliate for less
                                         than three years then for such shorter period of time, it being understood that for mortgaged
                                         properties acquired with the proceeds of a Mortgage Loan, Certified Operating Histories
                                         may not have been available.
	 	Mortgage
                                         Loan Documents. If there are Certified Rent

        Rolls,
        determine if they have been certified by the Mortgagor or the guarantor(s) as being accurate and complete in all material
        respects within 180 days of the date of origination of any Mortgage Loan. If so determined as to each part of this Test,
        it will be a Test pass.
	 
	39b
	Determine
                                         that there are operating histories for each Mortgaged Property that are certified by
                                         the Mortgagor or the guarantor(s) as being accurate and complete in all material respects
                                         within 180 days of the date of origination of the related Mortgage Loan. If so determined,
                                         it will be a Test pass.
	Operating
                                         statements; Mortgage Loan Documents

	39c
	For
                                         any Mortgaged Property not acquired with the proceeds of any Mortgage Loan, review the
                                         Certified Operating Histories to determine if they report on operations for a period
                                         equal to (a) at least a continuous three-year period or (b) in the event the Mortgaged
                                         Property was owned, operated or constructed by the Mortgagor or an affiliate for less
                                         than three years then for such shorter period of time. If so determined, it will be a
                                         Test pass.
	Operating
                                         statements

	40.
                                         No Material Default; Payment Record. No Mortgage Loan has been more than 30 days
                                         delinquent, without giving effect to any grace or cure period, in making required payments
                                         since origination, and as of the Closing Date, no Mortgage Loan is delinquent (beyond
                                         any applicable grace or cure period) in making required payments. To the mortgage loan
                                         seller’s knowledge, there is (a) no, and since origination there has been no, material
                                         default, breach, violation or event of acceleration existing under the related Mortgage
                                         Loan, or (b) no event (other than payments due but not yet delinquent) which, with the
                                         passage of time or with notice and the expiration of any grace or cure period, would
                                         constitute a material default, breach, violation or event of acceleration, provided,
                                         however, that this representation and warranty does not cover any default, breach, violation
                                         or event of acceleration that specifically pertains to or arises out of an exception
                                         scheduled to any other representation and warranty made by the mortgage loan seller in
                                         Exhibit C to the MLPA. No person other than the holder of such Mortgage Loan may
	40a
	Review
                                         the Servicing File and the MS Servicer Notices for a notation or other indication that
                                         (i) the Mortgage Loan has been more than 30 days delinquent, giving effect to any grace
                                         or cure period, in making required payments since origination, and (ii) the Mortgage
                                         Loan was delinquent beyond any applicable grace or cure periods as of the Closing Date.
                                         If such a notation or other indication is not found, it will be a Test pass.
	Servicing
                                         File; MS Servicer Notices

	40b
	Review
                                         the Servicing File and the MS Servicer Notices for a notation or other indication that
                                         (a) as of the Closing Date or since origination (i) there was a material default, breach,
                                         violation or event of acceleration existing under the related Mortgage Loan or (b) as
                                         of the Closing Date, there was an event (other than payments due but not yet delinquent)
                                         which, with the passage of time or with notice and the expiration of any grace or cure
                                         period, would constitute a
	Servicing
                                         File; MS Servicer Notices





 


     Exhibit QQ-36


     


    

 





	declare
    any event of default under the Mortgage Loan or accelerate any indebtedness under the Mortgage Loan documents.	 	material
    default, breach, violation or event of acceleration (it being understood that the Asset Representations Reviewer will not
    deem as evidence any default, breach, violation or event of acceleration that specifically pertains to or arises out of an
    exception scheduled to any other representation and warranty made by any Mortgage Loan Seller in Exhibit C to the Mortgage
    Loan Purchase Agreement).  If such a notation or other indication is not found, it will be a Test pass.	 
	41.  Bankruptcy.   In
                                         respect of each Mortgage Loan, as of the date of origination of the Mortgage Loan and
                                         to the mortgage loan seller’s knowledge as of the Cut-off Date, the related Mortgagor
                                         is not a debtor in any bankruptcy, receivership, conservatorship, reorganization, insolvency,
                                         moratorium or similar proceeding.
	41
	Review
                                         the Lexis/Nexis (or comparable) search and MS Servicer Notices for a notation or other
                                         indication that, as of the date of origination of the Mortgage Loan and to the mortgage
                                         loan seller’s knowledge as of the Cut-off Date, the Mortgagor was a debtor in any
                                         bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or
                                         similar proceeding on the Closing Date. If such notation or other indication is not found,
                                         it will be a Test pass.
	Lexis/Nexis
                                         (or comparable) search; MS Servicer Notices

	42.  Organization
                                         of Mortgagor. The mortgage loan seller has obtained an organizational chart or other
                                         description of each Mortgagor which identifies all beneficial controlling owners of the
                                         Mortgagor (i.e., managing members, general partners or similar controlling person
                                         for such Mortgagor) (the “Controlling Owner”) and all owners that hold a
                                         20% or greater direct ownership share (i.e., the “Major Sponsors”).
                                         The mortgage loan seller (1) required questionnaires to be completed by each Controlling
                                         Owner and guarantor or performed other processes designed to elicit information from
                                         each Controlling Owner and guarantor regarding such Controlling Owner’s or guarantor’s
                                         prior history for at least 10 years regarding any bankruptcies or other insolvencies,
                                         any felony convictions, and (2) performed or caused to be performed searches of the public
                                         records or services such as Lexis/Nexis, or a similar service designed to elicit information
                                         about each Controlling Owner, Major Sponsor and guarantor regarding such Controlling
                                         Owner’s, Major Sponsor’s or guarantor’s prior history for at least
                                         10 years regarding any bankruptcies or other insolvencies, any felony convictions, and
                                         provided, however, that records searches were limited to the last 10 years (clauses
                                         (1) and (2) collectively, the “Sponsor Diligence”). Based solely on the Sponsor
                                         Diligence, to the knowledge of the mortgage loan seller, no Major Sponsor or guarantor
                                         (i) was in a state of federal bankruptcy or
	42a
	Review
                                         the Diligence File to determine if it includes an organizational chart or other description
                                         of each Mortgagor in the Diligence File which purports to identify all Controlling Owners
                                         and Major Sponsors. If so determined, it will be a Test pass.
	Diligence
                                         File; Organization Chart

	42b
	Review
                                         the Diligence File to determine if the Sponsor Diligence is included. If so determined,
                                         it will be a Test pass.
	Diligence
                                         File





 


     Exhibit QQ-37


     


    
 





	insolvency
                                         proceeding, (ii) had a prior record of having been in a

        state
        of federal bankruptcy or insolvency, or (iii) had been convicted of a felony.
	 	 	 
	43.  Environmental
                                         Conditions. At origination, each Mortgagor represented and warranted that to its
                                         knowledge no hazardous materials or any other substances or materials which are included
                                         under or regulated by environmental laws are located on, or have been handled, manufactured,
                                         generated, stored, processed, or disposed of on or released or discharged from the Mortgaged
                                         Property, except as disclosed by a Phase I environmental assessment (or a Phase II environmental
                                         assessment, if applicable) delivered in connection with the origination of the Mortgage
                                         Loan or except for those substances commonly used in the operation and maintenance of
                                         properties of kind and nature similar to those of the Mortgaged Property in compliance
                                         with all environmental laws and in a manner that does not result in contamination of
                                         the Mortgaged Property. A Phase I environmental site assessment (or update of a previous
                                         Phase I and or Phase II site assessment) and, with respect to certain Mortgage Loans,
                                         a Phase II environmental site assessment (collectively, an “ESA”) meeting
                                         ASTM requirements conducted by a reputable environmental consultant in connection with
                                         such Mortgage Loan within 12 months prior to its origination date (or an update of a
                                         previous ESA was prepared), and such ESA (i) did not reveal any known circumstance or
                                         condition that rendered the Mortgaged Property at the date of the ESA in material noncompliance
                                         with applicable environmental laws or the existence of recognized environmental conditions
                                         (as such term is defined in ASTM E1527-05 or its successor, hereinafter “Environmental
                                         Condition”) or the need for further investigation, or (ii) if any material noncompliance
                                         with environmental laws or the existence of an Environmental Condition or need for further
                                         investigation was indicated in any such ESA, then at least one of the following statements
                                         is true: (A) 125% of the funds reasonably estimated by a reputable environmental consultant
                                         to be sufficient to cover the estimated cost to cure any material noncompliance with
                                         applicable environmental laws or the Environmental Condition has been escrowed by the
                                         related Mortgagor and is held by the related lender; (B) if the only Environmental Condition
                                         relates to the presence of asbestos-containing materials, radon in indoor air, lead-based
                                         paint,
	43a
	Review
                                         the Mortgage Loan Documents to determine if they include a representation and warranty
                                         by the Mortgagor described in the first sentence of representation and warranty 42. If
                                         so determined, it will be a Test pass.
	Mortgage
                                         Loan Documents

	43b
	Review
                                         the Diligence File to determine if an ESA is included. If so determined, review the ESA
                                         to determine that the ESA was conducted in connection with the Mortgage Loan within 12
                                         months prior to its origination date, and to confirm that the ESA on its face (i) did
                                         not reveal any known circumstance or condition that rendered the Mortgaged Property at
                                         the date of the ESA in material noncompliance with applicable environmental laws or the
                                         existence of recognized environmental conditions or the need for further investigation,
                                         or (ii) if any material noncompliance with environmental laws or the existence of an
                                         Environmental Condition (as defined in representation and warranty 42) or need for further
                                         investigation was indicated in any such ESA, then the following procedures will be performed:
                                         (43b-1 through 43b-5)

         

        1.  Review
        escrow statements in the Diligence File used to determine if 125% of the funds reasonably estimated by a reputable environmental
        consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable environmental
        laws or the Environmental Condition has been escrowed by the Mortgagor and is held by the lender.

         

        2.  If
        the determination in subpart 1 cannot be made and if the only Environmental Condition relates to the presence of asbestos-containing
        materials, radon in indoor air, lead-based paint, or lead in drinking water, and the only recommended action in the ESA
        is the institution of an operations or maintenance plan, review the Diligence File to determine if there exists an operations
        or maintenance plan regarding such Environmental Condition. If so determined, confirm
	Diligence
                                         File; ESA; Escrow statements; Operations or maintenance plan; No further action letter;
                                         Closure letter; Environmental policy or lender’s pollution legal liability policy





 


     Exhibit QQ-38


     


    

 





	or
                                         lead in drinking water, and the only recommended action in the ESA is the institution
                                         of such a plan, an operations or maintenance plan has been required to be instituted
                                         by the related Mortgagor that can reasonably be expected to mitigate the identified risk;
                                         (C) the Environmental Condition identified in the related environmental report was remediated
                                         or abated in all material respects prior to the Cut-off Date, and, as appropriate, a
                                         no further action or closure letter was obtained from the applicable governmental regulatory
                                         authority (or the environmental issue affecting the related Mortgaged Property was otherwise
                                         listed by such governmental authority as administratively “closed” or a reputable
                                         environmental consultant has concluded that no further action is required); (D) an environmental
                                         policy or a lender’s pollution legal liability insurance policy meeting the requirements
                                         set forth below that covers liability for the identified circumstance or condition was
                                         obtained from an insurer rated no less than A- (or the equivalent) by Moody’s Investors
                                         Service, Inc., S&P Global Ratings and/or Fitch Ratings, Inc.; (E) a party not related
                                         to the Mortgagor with assets reasonably estimated to be adequate to effect all necessary
                                         remediation was identified as the responsible party for such condition or circumstance;
                                         or (F) a party related to the Mortgagor with assets reasonably estimated to be adequate
                                         to effect all necessary remediation was identified as the responsible party for such
                                         condition or circumstance is required to take action. The ESA will be part of the Servicing
                                         File; and to the mortgage loan seller’s knowledge, except as set forth in the ESA,
                                         there is no (i) known circumstance or condition that rendered the Mortgaged Property
                                         in material noncompliance with applicable environmental laws, (ii) Environmental Conditions
                                         (as such term is defined in ASTM E1527-05 or its successor), or (iii) need for further
                                         investigation.

         

        In
        the case of each Mortgage Loan set forth on Schedule I to the MLPA, (i) such Mortgage Loan is the subject of an environmental
        insurance policy, issued by the issuer set forth on Schedule I (the “Policy Issuer”) and effective as of the
        date thereof (the “Environmental Insurance Policy”), (ii) as of the date of origination of the Mortgage Loan
        and to the mortgage loan seller’s knowledge as of the Cut-off Date the Environmental Insurance Policy is in full
        force and effect, there is no deductible and the trustee is a named insured under such policy, (iii)(a) a property condition
        or engineering report was prepared, if the related Mortgaged Property was
	 	that
                                         the plan on its face appears to be expected to mitigate the identified risk.

         

        3.  If
        the determination in subpart 1 cannot be made and the determination in subpart 2 cannot be made or such subpart is not
        applicable, review the Diligence File to determine if any Environmental Condition identified was remediated or abated
        in all material respects prior to the Cut-off Date, or that a no further action or closure letter was obtained from the
        applicable governmental regulatory authority (or to determine if the environmental issue affecting the Mortgaged Property
        was otherwise listed by such governmental authority as administratively “closed” or a reputable environmental
        consultant has concluded that no further action is required).

         

        4.  If
        the determinations in subparts 1 and 3 cannot be made and the determination in subpart 2 cannot be made or such subpart
        is not applicable, review the Diligence File to determine if there exists an environmental policy or a lender’s
        pollution legal liability insurance policy meeting the requirements set forth below that covers liability for the identified
        circumstance or condition was obtained from an insurer rated no less than A- (or the equivalent) by Moody’s Investors
        Service, Inc., S&P Global Ratings and/or Fitch Ratings, Inc.

         

        5.  If
        the determinations in subparts 1, 3 and 4 cannot be made and the determination in subpart 2 cannot be made or such subpart
        is not applicable, review the Diligence File to determine if a party with assets reasonably estimated to be adequate to
        effect all necessary remediation was identified as the responsible party for such condition or circumstance.

         

        If
        the matters set forth in any of subparts 1 through 5 above can be made, it will be a Test pass.
	 
	43c
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         that the Mortgage Loan Seller had knowledge as of the Closing Date of (a) a known circumstance
                                         or condition, not set forth in the ESA, that
	MS
                                         Servicer Notices; ESA





 


     Exhibit QQ-39


     


    

 





	constructed
                                         prior to 1985, with respect to asbestos-containing materials (“ACM”) and,
                                         if the related Mortgaged Property is a multifamily property, with respect to radon gas
                                         (“RG”) and lead-based paint (“LBP”), and (b) if such report
                                         disclosed the existence of a material and adverse LBP, ACM or RG environmental condition
                                         or circumstance affecting the related Mortgaged Property, the related Mortgagor (A) was
                                         required to remediate the identified condition prior to closing the Mortgage Loan or
                                         provide additional security or establish with the mortgagee a reserve in an amount deemed
                                         to be sufficient by the mortgage loan seller, for the remediation of the problem, and/or
                                         (B) agreed in the Mortgage Loan documents to establish an operations and maintenance
                                         plan after the closing of the Mortgage Loan that should reasonably be expected to mitigate
                                         the environmental risk related to the identified LBP, ACM or RG condition, (iv) on the
                                         effective date of the Environmental Insurance Policy, the mortgage loan seller as originator
                                         had no knowledge of any material and adverse environmental condition or circumstance
                                         affecting the Mortgaged Property (other than the existence of LBP, ACM or RG) that was
                                         not disclosed to the Policy Issuer in one or more of the following: (a) the application
                                         for insurance, (b) a Mortgagor questionnaire that was provided to the Policy Issuer,
                                         or (c) an engineering or other report provided to the Policy Issuer, and (v) the premium
                                         of any Environmental Insurance Policy has been paid through the maturity of the policy’s
                                         term and the term of such policy extends at least five years beyond the maturity of the
                                         Mortgage Loan.
	 	rendered
                                         the Mortgaged Property in material noncompliance with applicable environmental laws,
                                         and (b) any Environmental Condition (as such term is defined in ASTM E1527-05 or its
                                         successor) not set forth in the ESA or (c) there is a need for further investigation
                                         not set forth in the ESA. The Asset Representations Reviewer will obtain the ESA from
                                         the Diligence File and review for disclosure of the known circumstances or conditions.
                                         If such a notation or other indication is not found, it will be a Test pass.
	 
	43d

         
	Review
                                         Schedule I to the Mortgage Loan Purchase Agreement, if the Mortgage Loan is listed on
                                         Schedule I, also review the Diligence File to determine if the Mortgage Loan is the subject
                                         of an Environmental Insurance Policy. If so, review such Environmental Insurance Policy
                                         to determine if it was issued by a Policy Issuer identified on Schedule I to the Mortgage
                                         Loan Purchase Agreement. If so determined, it will be a Test pass.
	Schedule
                                         I to Mortgage Loan Purchase Agreement; Diligence File; Environmental Insurance Policy

         

	43e

         
	Review
                                         the Environmental Insurance Policy to determine if the policy was in full force and effect
                                         as of the date of origination of the Mortgage Loan and to the mortgage loan seller’s
                                         knowledge as of the Cut-off Date, there is no deductible, and the Trustee is a named
                                         insured under such policy. If so determined, it will be a Test pass.
	Environmental
                                         Insurance Policy; Servicing records

         

	43f

         
	Review
                                         the Diligence File to determine if there exists a property condition assessment or engineering
                                         report. For Mortgaged Properties constructed prior to 1985, review the related report
                                         to determine if it addresses asbestos containing materials. If so determined with respect
                                         to each part of the Test, it will be a Test pass.
	Diligence
                                         File; Property condition assessment; Engineering report

         

	43g

         
	Review
                                         the appraisal to determine if the property is a multifamily property. If so, review the
                                         Diligence File to determine if there exists a property condition report or engineering
                                         report. Review the related report to determine if there is a radon gas and lead based
                                         paint section in the report. If so determined, it will be a Test pass.
	Appraisal;
                                         Property condition Assessment; Engineering report

         

	43h
	Review
                                         the most recently dated property condition
	Property
                                         condition





 


     Exhibit QQ-40


     


    
 





	 	 	assessment
                                         or engineering report for disclosures of the existence of a material and adverse environmental
                                         condition or circumstance affecting the Mortgaged Property. If so, determine if the related
                                         Mortgagor (A) was required to remediate the identified condition prior to closing any
                                         Mortgage Loan or provide additional security or establish with the mortgagee a reserve
                                         in an amount deemed to be sufficient by any Mortgage Loan Seller, for the remediation
                                         of the problem, and/or (B) agreed in any documents in the Mortgage File to establish
                                         an operations and maintenance plan after the closing of any Mortgage Loan that should
                                         reasonably be expected to mitigate the environmental risk. If so determined, it will
                                         be a Test pass.
	assessment;
    Engineering report; Remediation agreement; Mortgage Loan Documents
	43i

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         that, in the case of a Mortgage Loan set forth on Schedule I to the Mortgage Loan Purchase
                                         Agreement, on the effective date of the Environmental Insurance Policy, the Mortgage
                                         Loan Seller had knowledge of any material and adverse environmental condition or circumstance
                                         affecting the Mortgaged Property (other than the existence of LBP, ACM or RG) that was
                                         not disclosed to the Policy Issuer in one or more of the following: (a) the application
                                         for insurance, (b) a Mortgagor questionnaire that was provided to the Policy Issuer,
                                         or (c) an engineering or other report provided to the Policy Issuer. If such a notation
                                         or other indication is not found, it will be a Test pass.
	MS
                                         Servicer Notices

         

	43j

         
	Review
                                         the Environmental Insurance Policy to determine if the premium of any Environmental Insurance
                                         Policy has been paid through the maturity of the policy’s term and the term of
                                         such policy extends at least five years beyond the maturity of any Mortgage Loan. If
                                         so determined, it will be a Test pass.
	Environmental
                                         Insurance Policy; Mortgage Loan Documents

         

	44.  Lease
                                         Estoppels. With respect to each Mortgage Loan predominantly secured by a retail,
                                         office or industrial property leased to a single tenant, the mortgage loan seller reviewed
                                         such estoppel obtained from such tenant no earlier than 90 days prior to the origination
                                         date
	44a

         
	Review
                                         the appraisal to determine if the property is a retail, office, or industrial property,
                                         and if so, review the Certified Rent Roll to determine if the property is leased to a
                                         single tenant. If so, review the estoppel to determine if it was
	Estoppels;
                                         Certified Rent Roll; Appraisal

         





 


     Exhibit QQ-41


     


    
 





	of
                                         the related Mortgage Loan, and to the mortgage loan seller’s knowledge based solely
                                         on the related estoppel certificate, the related lease is in full force and effect or
                                         if not in full force and effect the related space was underwritten as vacant, subject
                                         to customary reservations of tenant’s rights, such as, without limitation, with
                                         respect to common area maintenance (“CAM”) and pass-through audits and verification
                                         of landlord’s compliance with co-tenancy provisions. With respect to each Mortgage
                                         Loan predominantly secured by a retail, office or industrial property, the mortgage loan
                                         seller has received lease estoppels executed within 90 days of the origination date of
                                         the related Mortgage Loan that collectively account for at least 65% of the in-place
                                         base rent for the Mortgaged Property or set of cross-collateralized properties that secure
                                         a Mortgage Loan that is represented on the Certified Rent Roll. To the mortgage loan
                                         seller’s knowledge, each lease represented on the Certified Rent Roll is in full
                                         force and effect, subject to customary reservations of tenant’s rights, such as
                                         with respect to CAM and pass-through audits and verification of landlord’s compliance
                                         with co-tenancy provisions.
	 	obtained
                                         from such tenant no earlier than 90 days prior to the origination date of the Mortgage
                                         Loan. If so determined, it will be a Test pass.
	 
	44b

         
	Review
                                         the estoppel certificate referenced in Test 44a and the asset summary report to determine
                                         if (i) the related lease is in full force and effect, subject to customary reservations
                                         of tenant’s rights, such as, without limitation, with respect to CAM and pass-through
                                         audits and verification of landlord’s compliance with co-tenancy provisions, or
                                         (ii) if there is no estoppel certificate, the property was underwritten as vacant. If
                                         the matters set forth in clause (i) or (ii) are so determined, it will be a Test pass.
	Estoppels;
                                         Diligence File; Asset Summary Report

         

	44c

         
	Review
                                         the appraisal to determine if the Mortgage Loan is predominantly secured by a retail,
                                         office, or industrial property. If so, review the Diligence File to determine if lease
                                         estoppels executed within 90 days of the origination date of the Mortgage Loan were received
                                         that collectively account for at least 65% of the in-place base rent for the Mortgaged
                                         Property or set of cross-collateralized properties that secure a Mortgage Loan that is
                                         represented on the Certified Rent Roll. If so determined with respect to each part of
                                         this Test, it will be a Test pass.
	Appraisal;
                                         Diligence File

         

	44d

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         that, as of the Closing Date, and subject to customary reservations of tenant’s
                                         rights, such as with respect to CAM and pass-through audits and verification of landlord’s
                                         compliance with co-tenancy provisions, the Mortgage Loan Seller had knowledge that any
                                         lease represented on the Certified Rent Roll was not in full force and effect. If such
                                         a notation or other indication is not found, it will be a Test pass.
	MS
                                         Servicer Notices; Certified Rent Roll

         

	45.  Appraisal.
                                         The Mortgage File contains an appraisal of the related Mortgaged Property with an appraisal
                                         date within 6 months of the Mortgage Loan origination date, and within 12 months of the
                                         Closing Date. The appraisal is signed by an appraiser who is a member of the Appraisal
                                         Institute (“MAI”) and, to the mortgage loan seller’s

         
	45a

         
	Review
                                         the appraisal to determine if it was dated within 6 months of the Mortgage Loan origination
                                         date and with 12 month of the Closing Date. If so determined, it will be a Test pass.
	Appraisal

         

	45b
	Review
                                         the appraisal to determine if it was signed by an
	Appraisal





 


     Exhibit QQ-42


     


    
 





	knowledge,
                                         had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in
                                         any loan made on the security thereof, and whose compensation is not affected by the
                                         approval or disapproval of the Mortgage Loan. Each appraiser has represented in such
                                         appraisal or in a supplemental letter that the appraisal satisfies the requirements of
                                         the “Uniform Standards of Professional Appraisal Practice” as adopted by
                                         the Appraisal Standards Board of the Appraisal Foundation. The related appraisal contained
                                         a statement or was accompanied by a letter from the related appraiser to the effect that
                                         the appraisal was performed in accordance with the requirements of the Financial Institutions
                                         Reform, Recovery and Enforcement Act of 1989, as in effect on the date the related appraisal
                                         was completed.

         
	 	appraiser
                                         represented to be an MAI. If so determined, it will be a Test pass.
	 
	45c

         
	Review
                                         the appraisal to determine if it includes an appraiser’s certification or supplemental
                                         letter that indicates that the appraiser had no interest, direct or indirect, in the
                                         Mortgagor, the Mortgaged Property or any loan made on the security of the Mortgaged Property.
                                         If so determined, it will be a Test pass.
	Appraisal

         

	45d

         
	Review
                                         the appraisal to determine if it includes an appraiser’s certification or supplemental
                                         letter that indicates that the appraiser’s compensation is not affected by the
                                         approval or disapproval of the Mortgage Loan. If so determined, it will be a Test pass.
	Appraisal

         

	45e

         
	Review
                                         the appraisal to determine if it includes documentation in the appraisal or a letter
                                         that the appraisal satisfies the requirements of the “Uniform Standards of Professional
                                         Appraisal Practice” as adopted by the appraisal Standards Board of the Appraisal
                                         Foundation. If so determined, it will be a Test pass.
	Appraisal

         

	45f

         
	Review
                                         the appraisal to determine if it includes documentation in the appraisal or a letter
                                         that the appraisal was performed in accordance with the requirements of the Financial
                                         Institutions Reform, Recovery and Enforcement Act of 1989, as in effect on the date the
                                         related appraisal was completed. If so determined, it will be a Test pass.
	Appraisal

         

	46.  Mortgage
                                         Loan Schedule. The information pertaining to each Mortgage Loan which is set forth
                                         in the Mortgage Loan Schedule attached as an exhibit to the MLPA is true and correct
                                         in all material respects as of the Cut-off Date and contains all information required
                                         by the PSA to be contained therein.

         
	46a

         
	Review
                                         the Mortgage Loan Schedule attached as an exhibit to the Mortgage Loan Purchase Agreement
                                         and compare it to the corresponding information in (i) Annex A to the final prospectus
                                         (ii) Mortgage Loan Documents, (iii) PSA, and (iv) asset summary report to determine if
                                         there are discrepancies between the documents. If there are no such discrepancies, it
                                         will be a Test pass.
	Mortgage
                                         Loan Purchase Agreement; Annex A to final prospectus; Mortgage Loan Documents; PSA; Asset
                                         Summary Report

         

	46b

         
	Compare
                                         the information in the Mortgage Loan Schedule to the requirements of the PSA to determine
                                         if they match. If there are no discrepancies, it will be a Test pass.
	Mortgage
                                         Loan Schedule; PSA





 


     Exhibit QQ-43


     


    
 




	47.  Cross-Collateralization.   
                                         No Mortgage Loan is cross-collateralized or cross-defaulted with any other Mortgage Loan
                                         that is outside the Mortgage Pool.
	47

         
	Review
                                         the Mortgage Loan Documents to determine if the Mortgage Loan is cross-collateralized
                                         or cross-defaulted with any other Mortgage Loan that is outside the Mortgage Pool. If
                                         not so determined, it will be a Test pass.
	Mortgage
                                         Loan Documents

         

	48.  Advance
                                         of Funds by the Seller.   No advance of funds has been made by the
                                         mortgage loan seller to the related Mortgagor, and no funds have been received from any
                                         person other than the related Mortgagor or an affiliate, directly, or, to the knowledge
                                         of the mortgage loan seller, indirectly for, or on account of, payments due on the Mortgage
                                         Loan. Neither the mortgage loan seller nor any affiliate thereof has any obligation to
                                         make any capital contribution to any Mortgagor under a Mortgage Loan, other than contributions
                                         made on or prior to the Closing Date.

         
	48a

         
	Review
                                         the MS Servicer Notices for a notation or other indication that, as of the Closing Date,
                                         an advancement of funds had been made by the Mortgage Loan Seller to the related Mortgagor,
                                         or that funds have been received from any person other than the Mortgagor or an affiliate,
                                         directly, for, or on account of, payments due on the Mortgage Loan. If such a notation
                                         or other indication is not found, it will be a Test pass.
	MS
                                         Servicer Notices

         

	48b

         
	Review
                                         the Mortgage Loan Documents to determine if the Mortgage Loan Seller, or an affiliate,
                                         has an obligation to make any capital contribution to the Mortgagor, other than contributions
                                         made on or prior to the Closing Date. If not so determined, it will be a Test pass.
	Mortgage
                                         Loan Documents

         

	49.  Compliance
                                         with Anti-Money Laundering Laws.   The mortgage loan seller has complied
                                         with its internal procedures with respect to all applicable anti-money laundering laws
                                         and regulations, including without limitation the USA Patriot Act of 2001 in connection
                                         with the origination of the Mortgage Loan.
	49

         
	Review
                                         the MS Servicer Notices for a notation or other indication of any claim or assertion
                                         that the Mortgage Loan Seller did not comply with its internal procedures with respect
                                         to all applicable anti-money laundering laws and regulations, including without limitation
                                         the USA Patriot Act of 2001 in connection with the origination of any Mortgage Loan.
                                         If such a notation or other indication is not found, it will be a Test pass.
	MS
                                         Servicer Notices

         





 


     Exhibit QQ-44


     


    
 







EXHIBIT
RR


 


CERTIFICATION
TO CERTIFICATE ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – CSAIL 2017-CX9 


Email:trustadministrationgroup@wellsfargo.com


 


		Attention:	CSAIL
                                         2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX9



 


In
accordance with the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement,
dated as of September 1, 2017 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial
Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC,
as Asset Representations Reviewer and as Operating Advisor, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The
                                         undersigned is [an authorized representative of the Asset Representations Reviewer] [authorized
                                         at the direction of the Depositor].



 


		2.	The
                                         undersigned acknowledges and agrees that (a) access to the Secure Data Room is being
                                         granted to it solely for purposes of the undersigned carrying out its obligations under
                                         the Pooling and Servicing Agreement (b) it will not disseminate or otherwise make information
                                         contained on the Secure Data Room available to any other person except in accordance
                                         with the Pooling and Servicing Agreement or otherwise with the written consent of the
                                         Depositor and (c) it will only access information relating to the Mortgage Loans to which
                                         the Asset Review relates.



 


		3.	The
                                         undersigned agrees that each time it accesses the Secure Data Room, the undersigned is
                                         deemed to have recertified that the representations above remains true and correct.



 




     Exhibit RR-1


     


    

 


		4.	[The
                                         undersigned not a Certificateholder, a beneficial owner or a prospective purchaser of
                                         any Certificate.]*



 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[NAME
    OF PARTY],
	 	as
    [role] 
	 	 
	 	By:	 
	 	 	Name: 




	 	 	Title:
	 	 	 
	Dated: _______	 	 
	 	 	 
	[Credit Suisse Commercial Mortgage Securities
    Corp.,

    as Depositor]*	 	 


 


	By:	 	 
	 	[Name]



	 
	 	[Title]	 



 





 



 


*       Required
to the extent that a party other than the Asset Representations Reviewer is identified by the Depositor as needing access to the
Secure Data Room.


 






     Exhibit RR-2


     


    

 





EXHIBIT
SS


 


FORM
OF NOTICE OF [ADDITIONAL DELINQUENT LOAN][CESSATION OF DELINQUENT LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


 


	[KeyBank
                                         National Association

                                         11501 Outlook Street, Suite 300 

        Overland
        Park, Kansas 66211 

        Attention:
        Michael Tilden 

        Email:
        keybank_notices@keybank.com]
	Pentalpha
                                         Surveillance LLC 

        375
        N. French Road, Suite 100 

        Amherst,
        New York 14228 

        Attention:
        CSAIL 2017-CX9—Transaction Manager

        with
        a copy sent via e-mail to: notices@pentalphasurveillance.com (with CSAIL 2017-CX9 in the subject line) 

	 	 
	[Rialto
                                         Capital Advisors, LLC 

        790
        NW 107th Avenue, 4th Floor 

        Miami,
        Florida 33172 

        Attention:
        Liat Heller

        Email:
        liat.heller@rialtocapital.com

         

        with
        a copy to:

        Attention: Jeff Krasnoff

        Email: jeff.krasnoff@rialtocapital.com

         

        with
        a copy to:

        Attention: Niral Shah

        Email: niral.shah@rialtocapital.com

         

        with
a copy to:

Attention: Adam Singer

Email: adam.singer@rialtocapital.com] 
	 



 


		Attention:	CSAIL
                                         2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX9



 


In
accordance with Section 12.01(a) of the Pooling and Servicing Agreement, dated as of September 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, [KeyBank National
Association], as Master Servicer, [Rialto Capital Advisors, LLC], as Special Servicer, [Wells Fargo Bank, National Association],
as Certificate Administrator, [Wells Fargo Bank, National Association], as Trustee, and [Pentalpha Surveillance LLC], as Asset
Representations Reviewer and as


 



     Exhibit SS-1


     


    

 


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.


 





	 	Wells
    Fargo Bank, National Association, as Certificate Administrator for the Holders of the CSAIL 2017-CX9 Commercial Mortgage Trust,
    Commercial Mortgage Pass-Through Certificates, Series 2017-CX9
	 	 
	 	By:	 
	 	 	[Name]




	 	 	[Title]



 






     Exhibit SS-2


     


    

 








EXHIBIT
TT


 


FORM
OF NOTICE OF EXCHANGE OF THE EXCHANGEABLE GROUPS OF CERTIFICATES


 


[Date]


 


[Certificateholder
Letterhead]


 


Wells
Fargo Bank, National Association 


9062
Old Annapolis Road 


Columbia,
Maryland 21045 


Attention:
Corporate Trust Services 


CSAIL
2017-CX9 Commercial Mortgage Trust


 


		Re:	CSAIL
                                         2017-CX9 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2017-CX9



 


Ladies
and Gentlemen:


 


Pursuant
to the terms of the Pooling and Servicing Agreement, dated as of September 1, 2017 (the “Pooling and Servicing Agreement”),
entered into and executed in connection with the above referenced transaction, we hereby (i) certify that as of the date above,
the undersigned is the beneficial owner of the Exchangeable Group of Certificates described on the attached Schedule I, is duly
authorized to deliver this notice to the Certificate Administrator and that such power has not been granted or assigned to any
other Person and the Certificate Administrator may conclusively rely upon this notice and (ii) give notice of our intent to present
and surrender the Exchangeable Group of Certificates specified on Schedule I attached hereto and all of our right, title and interest
in and to such Certificates, including all payments of interest thereon received after [____] [__], 20[__], in exchange for the
corresponding Certificates specified on Schedule I attached hereto. We propose an Exchange Date of [______].


 


We
agree that upon such exchange, our interests in the portions of the Certificates surrendered in exchange shall be reduced and
our interest in the portion of the Certificate received in such exchange shall be increased.


 


[[If
Applicable] Our Depository participant number is [________].]


 


Capitalized
terms used in this notice but not defined herein have the meanings assigned to them in the Pooling and Servicing Agreement.


 






     Exhibit TT-1


     


    

 





Sincerely,


 


[_____________]


 





	By:	 	 
	 	Name:	 
	 	Title:	 



  


[Medallion
Stamp Guarantee]


 






     Exhibit TT-2


     


    

 





Schedule
I to Exhibit TT


 


	Certificates
                                         to be Surrendered 
	 	Certificates
                                         to be 

                                         Received  

	 	 	 
	CUSIP 
	 	Outstanding
                                         

                                         Certificate Balance 
	 	Initial
                                         Certificate 

                                         Balance 
	 	CUSIP 






 






     Exhibit TT-3


     


    

 


EXHIBIT
UU


 


FORM
OF CERTIFICATE ADMINISTRATOR RECEIPT OF THE HRR CERTIFICATES


 


September
29, 2017


 


	Credit
    Suisse Commercial Mortgage Securities Corp.

    11 Madison Avenue

    New York, New York 10010

    Attention: Chuck Lee	Natixis
                                         Real Estate Capital LLC 

        1251
        Avenue of the Americas 

        New
        York, New York 10020 

        Attention:
        Real Estate Administration

        Email: USCIBSAFAssetManagementTeam@us.natixis.com

         

	RREF
                                         III - D AIV RR, LLC

                                         c/o Rialto Capital Management LLC

                                         600 Madison Avenue, 12th Floor

                                         New York, New York 10022

                                         Attention: Josh Cromer

                                         Fax number: (212) 751-4646

         

        with
        a copy to:

         

        RREF
        III - D AIV RR, LLC

        c/o Rialto Capital Management LLC

        600 Madison Avenue, 12th Floor

        New York, New York 10022

        Attention: Joseph Bachkosky
	 


 


		Re:	CSAIL
                                         Commercial Mortgage Securities Trust 2017-CX9, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-CX9



 


In
accordance with Section 5.01(c) of the Pooling and Servicing Agreement, dated as of September 1, 2017 (the “Agreement”)
entered into and executed in connection with the above referenced transaction, the Certificate Administrator hereby acknowledges
receipt of the HRR Certificates in the form of a 144A Definitive Certificates, which constitute a portion of the Class F and Class
NR Certificates, as defined in the Agreement, for the benefit of RREF III - D AIV RR, LLC, the initial Third Party Purchaser.
A copy of such Certificates is attached as Exhibit A-1.


 


Capitalized
terms used but not defined herein shall the respective meanings set forth in the Agreement.


 






     Exhibit UU-1


     


    

 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

	 	not in its individual capacity

    but solely as Certificate Administrator
	 	 
	 	By:	 
	 	 	Name:




	 	 	Title:


 






     Exhibit UU-2


     


    

 


EXHIBIT
VV


 


FORM
OF PAYMENT INSTRUCTIONS FOR THE HRR CERTIFICATES


 


[Date]


 


[Certificateholder
Letterhead]


 


	Credit
    Suisse Commercial Mortgage Securities Corp.

    11 Madison Avenue

    New York, New York 10010

    Attention: Chuck Lee	Natixis
                                         Real Estate Capital LLC 

        1251
        Avenue of the Americas 

        New
        York, New York 10020 

        Attention:
        Real Estate Administration

        Email: USCIBSAFAssetManagementTeam@us.natixis.com 

	Wells
                                         Fargo Bank, National Association 

        9062
        Old Annapolis Road 

        Columbia,
        Maryland 21045 

        Attention:
        Corporate Trust Services 

        CSAIL
        2017-CX9 Commercial Mortgage Trust 
	 


 


		Re:	CSAIL
                                         Commercial Mortgage Securities Trust 2017-CX9, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-CX9



 


Ladies
and Gentlemen:


 


In
accordance with Section 5.01(c) of the Pooling and Servicing Agreement, dated as of September 1, 2017 (the “Agreement”)
entered into and executed in connection with the above referenced transaction, please make all payments due on the HRR Certificates:


 


		a)	by
                                         wire transfer to the following account at a bank or entity in New York, New York, having
                                         appropriate facilities therefor:









	 	 	 	 	 
	 	Bank:	 
	 	ABA #:	 
	 	Account #:	 
	 	Attention:	 







 


		b)	by
                                         mailing a check or draft to the following address:









	 	 
	 	 
	 	 


 






     Exhibit VV-1


     


    

 


Capitalized
terms used but not defined herein shall the respective meanings set forth in the Agreement.


 





	 	[CERTIFICATEHOLDER]
	 	 
	 	By:	 
	 	 	Name:




	 	 	Title:


 






     Exhibit VV-2


     


    

 





SCHEDULE
1


 


Mortgage
Loans with Additional Debt


 


		1.	Park
                                         Center Phase I






		2.	Westin
                                         Building Exchange






		3.	Two
                                         Independence Square






		4.	245
                                         Park Avenue






		5.	The
                                         Boulders Resort & Spa






		6.	Hilton
                                         Glendale






		7.	85
                                         Broad Street






		8.	Allergan
                                         HQ






		9.	JW
                                         Marriott Chicago






		10.	300
                                         Montgomery






		11.	Center
                                         78






		12.	West
                                         Town Mall






		13.	Acropolis
                                         Garden






		14.	Carolina
                                         Hotel Portfolio






		15.	Apex
                                         Fort Washington






		16.	Tenalok
                                         Portfolio






		17.	IC
                                         Leased Fee Hotel Portfolio









 






    Schedule 1-1


     


    

 


SCHEDULE
2


 


CLass
A-SB Planned Principal Balance Schedule


 


See
Annex E to the Prospectus


 




    Schedule 2-1


     


    

 


SCHEDULE
3


 


mortgage
loan subject to loan seller defeasance rights and obligations





 


		1.	The Boulders Resort & Spa







		2.	Hilton Glendale







		3.	JW Marriott Chicago







		4.	300 Montgomery



		5.	Center 78



		6.	The Manhattan



		7.	Wal-Mart Central



		8.	Acropolis Garden



		9.	Bob Evans


		10.	Sheraton Garden Grove







		11.	Carolina Hotel Portfolio



		12.	Keystone 200 & 300



		13.	Apex Fort Washington



		14.	Whitehall Place Apartments



		15.	Tenalok Portfolio



		16.	IC Leased Fee Hotel Portfolio



		17.	Comfort Suites Arlington



		18.	Central Avenue Hotels



		19.	Springhill Suites – Vero Beach




		20.	Quality Inn Biloxi



		21.	Aston Plaza



		22.	AT&T Lincolnwood



		23.	Petco Bloomingdale



		24.	Panera Bread Schererville





 


 




    Schedule 3-1


     


    

 


SCHEDULE
4


 


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
	8	Allergan HQ	Upfront Other Reserve	$62,635,825
	18	Carolina Hotel Portfolio	Upfront Other Reserve	$5,115,704
	20	Apex Fort Washington	Upfront Other Reserve	$6,693,098
	24	Comfort Suites Arlington	PIP Reserve	$1,054,791
	26	Springhill Suites – Vero Beach FL	Upfront Other Reserve	$1,030,000




 


 







    Schedule 4-1