Exhibit 4.3


 


EXECUTION VERSION





	 



 





CREDIT
SUISSE COMMERCIAL MORTGAGE SECURITIES CORP.,



as Depositor


 


KEYBANK
NATIONAL ASSOCIATION,



as Servicer


 


COHEN
FINANCIAL, A DIVISION OF SUNTRUST BANK,



as Special Servicer


 


U.S.
BANK NATIONAL ASSOCIATION,



as Certificate Administrator


 


U.S.
BANK NATIONAL ASSOCIATION,



as Trustee


 


U.S.
BANK NATIONAL ASSOCIATION,



as Custodian


 


and


 


PARK
BRIDGE LENDER SERVICES LLC



as Operating Advisor


 





 



 


TRUST
AND SERVICING AGREEMENT



Dated as of November 6, 2017


 


 






 


CSMC
Trust 2017-CALI

Commercial Mortgage Pass-Through Certificates, Series 2017-CALI


	 





 




     


     


    

 


TABLE
OF CONTENTS


 





	ARTICLE
    1
	 	 	 
	DEFINITIONS
	 
	Section 1.1.	Definitions	5
	Section 1.2.	Interpretation	59
	Section 1.3.	Certain Calculations
    in Respect of the Trust Loan or the Whole Loan	59
	 	 	 
	ARTICLE
    2
	 	 	 
	DECLARATION
    OF TRUST; ORIGINAL ISSUANCE OF CERTIFICATES
	 
	Section 2.1.	Creation and
    Declaration of Trust; Conveyance of the Trust Loan	62
	Section 2.2.	Acceptance
    by the Trustee and the Custodian	66
	Section 2.3.	Representations
    and Warranties of the Trustee	67
	Section 2.4.	Representations
    and Warranties of the Servicer	68
	Section 2.5.	Representations
    and Warranties of the Special Servicer	69
	Section 2.6.	Representations
    and Warranties of the Depositor	70
	Section 2.7.	Representations
    and Warranties of the Certificate Administrator	71
	Section 2.8.	Representations
    and Warranties of the Operating Advisor	73
	Section 2.9.	Representations
    and Warranties Contained in the Loan Purchase Agreement	74
	Section 2.10.	Execution
    and Delivery of Certificates; Issuance of Uncertificated Lower-Tier Interests	77
	Section 2.11.	Miscellaneous
    REMIC Provisions	77
	Section 2.12.	Resignation
    Upon Prohibited Risk Retention Affiliation	78
	 	 	 
	ARTICLE
    3
	 	 	 
	ADMINISTRATION
    AND SERVICING OF THE WHOLE LOAN
	 
	Section 3.1.	Servicer to
    Act as the Servicer; Special Servicer to Act as the Special Servicer	78
	Section 3.2.	Sub-Servicing
    Agreements	80
	Section 3.3.	Cash Management
    Account	82
	Section 3.4.	Collection
    Account	82
	Section 3.5.	Distribution
    Account	87
	Section 3.6.	Foreclosed
    Property Account	88
	Section 3.7.	Appraisal
    Reductions	88
	Section 3.8.	Investment
    of Funds in the Collection Account and the Foreclosed Property Account	93
	Section 3.9.	Payment of
    Taxes, Assessments, etc	94
	Section 3.10.	Appointment
    of Special Servicer	94
	Section 3.11.	Maintenance
    of Insurance and Errors and Omissions and Fidelity Coverage	101


 


    	i 



     


    
 

	Section 3.12.	Procedures
    with Respect to the Whole Loan; Realization upon the Property	103
	Section 3.13.	Trustee, Certificate
    Administrator and Custodian to Cooperate; Release of Items in the Mortgage File	105
	Section 3.14.	Title and
    Management of Foreclosed Property	106
	Section 3.15.	Sale of Foreclosed
    Property	108
	Section 3.16.	Sale of the
    Whole Loan and the Trust Loan	110
	Section 3.17.	Servicing
    Compensation	113
	Section 3.18.	Reports to
    the Certificate Administrator; Account Statements	117
	Section 3.19.	[Reserved]	118
	Section 3.20.	[Reserved]	118
	Section 3.21.	Access to
    Certain Documentation Regarding the Whole Loan and Other Information	118
	Section 3.22.	Inspections	119
	Section 3.23.	Advances	119
	Section 3.24.	Modifications
    of Loan Documents	122
	Section 3.25.	Servicer and
    Special Servicer May Own Certificates	125
	Section 3.26.	Rating Agency
    Confirmations	125
	Section 3.27.	Miscellaneous
    Provisions	126
	Section 3.28.	Companion
    Loan Intercreditor Matters	127
	Section 3.29.	The Operating
    Advisor	129
	Section 3.30.	Credit Risk
    Retention	135
	 	 	 
	ARTICLE
    4
	 	 	 
	PAYMENTS
    AND STATEMENTS TO CERTIFICATEHOLDERS
	 
	Section 4.1.	Distributions	136
	Section 4.2.	Withholding
    Tax	141
	Section 4.3.	Allocation
    and Distribution of Prepayment Charges	141
	Section 4.4.	Statements
    to Certificateholders	142
	Section 4.5.	Investor Q&A
    Forum and Investor Registry	145
	 		 
	ARTICLE
    5
	 	 	 
	THE
    CERTIFICATES
	 
	Section 5.1.	The Certificates	147
	Section 5.2.	Form and Registration	150
	Section 5.3.	Registration
    of Transfer and Exchange of Certificates	152
	Section 5.4.	Mutilated,
    Destroyed, Lost or Stolen Certificates	160
	Section 5.5.	Persons Deemed
    Owners	160
	Section 5.6.	Access to
    List of Certificateholders’ Names and Addresses; Special Notices	160
	Section 5.7.	Maintenance
    of Office or Agency	161


 


    	ii 



     


    
 

	ARTICLE
    6
	 	 	 
	THE
    DEPOSITOR, THE SERVICER, THE SPECIAL SERVICER, THE OPERATING
	ADVISOR
    AND THE CONTROLLING CLASS REPRESENTATIVE
	 
	Section 6.1.	Respective
    Liabilities of the Depositor, the Servicer and the Special Servicer	161
	Section 6.2.	Merger or
    Consolidation of the Servicer, the Special Servicer or the Operating Advisor	162
	Section 6.3.	Limitation
    on Liability of the Depositor, the Servicer, the Special Servicer, the Operating Advisor and Others	162
	Section 6.4.	Termination
    of the Special Servicer Without Cause	163
	Section 6.5.	The Controlling
    Class Representative	165
	Section 6.6.	Servicer and
    Special Servicer Not to Resign	170
	Section 6.7.	Indemnification
    by the Servicer, the Special Servicer, the Operating Advisor and the Depositor	171
	 	 	 
	ARTICLE 7
	 	 	 
	SERVICER TERMINATION EVENTS;
    SPECIAL
	SERVICER TERMINATION EVENTS;
	TERMINATION OF SPECIAL
    SERVICER WITHOUT CAUSE
	 
	Section 7.1.	Servicer Termination
    Events; Special Servicer Termination Events	172
	Section 7.2.	Trustee to
    Act; Appointment of Successor	177
	Section 7.3.	Notification
    to Certificateholders, the Depositor and the Rating Agency	179
	Section 7.4.	Other Remedies
    of Trustee	179
	Section 7.5.	Waiver of
    Past Servicer Termination Events and Special Servicer Termination Events	180
	Section 7.6.	Trustee as
    Maker of Advances	180
	 	 	 
	ARTICLE 8
	 	 	 
	THE TRUSTEE, CUSTODIAN
    AND CERTIFICATE ADMINISTRATOR
	 
	Section 8.1.	Duties of
    the Trustee, the Custodian and the Certificate Administrator	181
	Section 8.2.	Certain Matters
    Affecting the Trustee, the Custodian and the Certificate Administrator	184
	Section 8.3.	None of the
    Trustee, the Custodian or the Certificate Administrator is Liable for Certificates or the Trust Loan	187
	Section 8.4.	Trustee and
    Certificate Administrator May Own Certificates	189
	Section 8.5.	Trustee’s,
    Custodian’s and Certificate Administrator’s Fees and Expenses	190
	Section 8.6.	Eligibility
    Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance	190
	Section 8.7.	Resignation
    and Removal of the Trustee or the Certificate Administrator	191


 


    	iii 



     


    
 

	Section
    8.8.	Successor
    Trustee or Successor Certificate Administrator	193
	Section 8.9.	Merger or
    Consolidation of the Trustee or the Certificate Administrator	194
	Section 8.10.	Appointment
    of Co-Trustee or Separate Trustee	194
	Section 8.11.	Appointment
    of Authenticating Agent	195
	Section 8.12.	Indemnification
    by the Trustee and the Certificate Administrator	196
	Section 8.13.	Certificate
    Administrator and Servicer Not Responsible for Inconsistent Payment Information	197
	Section 8.14.	Access to
    Certain Information	197
	 	 	 
	ARTICLE
    9
	 	 	 
	TERMINATION
	 
	Section 9.1.	Termination	203
	Section 9.2.	Additional
    Termination Requirements	204
	Section 9.3.	Trusts Irrevocable	205
	 	 	 
	ARTICLE
    10
	 	 	 
	MISCELLANEOUS
    PROVISIONS
	 
	Section 10.1.	Amendment	205
	Section 10.2.	Recordation
    of Agreement; Counterparts	208
	Section 10.3.	Governing
    Law; Submission to Jurisdiction; Waiver of Jury Trial	209
	Section 10.4.	Notices	209
	Section 10.5.	Notices to
    the Rating Agency	213
	Section 10.6.	Severability
    of Provisions	213
	Section 10.7.	Limitation
    on Rights of Certificateholders	213
	Section 10.8.	Certificates
    Nonassessable and Fully Paid	214
	Section 10.9.	Reproduction
    of Documents	214
	Section 10.10.	No Partnership	214
	Section 10.11.	Actions of
    Certificateholders	214
	Section 10.12.	Successors
    and Assigns	215
	Section 10.13.	Acceptance
    by Authenticating Agent, Certificate Registrar	215
	Section 10.14.	Streit Act	215
	Section 10.15.	Assumption
    by Trust of Duties and Obligations of the Sponsor Under the Loan Documents	216
	Section 10.16.	Notice to
    the 17g-5 Information Provider and the Rating Agency	216
	Section 10.17.	Exchange Act
    Rule 17g-5 Procedures	218
	Section 10.18.	Cooperation
    with the Sponsor with Respect to Rights Under the Loan Agreement	221


 


    	iv 



     


    
 

	ARTICLE 11
	 	 	 
	EXCHANGE ACT REPORTING
    AND REGULATION AB COMPLIANCE
	 
	Section 11.1.	Intent of
    the Parties; Reasonableness	221
	Section 11.2.	Succession;
    Sub-Servicers; Subcontractors	222
	Section 11.3.	Other Securitization
    Trust’s Filing Obligations	224
	Section 11.4.	Form 10-D
    Disclosure	224
	Section 11.5.	Form 10-K
    Disclosure	224
	Section 11.6.	Form 8-K Disclosure	225
	Section 11.7.	Annual Compliance
    Statements	226
	Section 11.8.	Annual Reports
    on Assessment of Compliance with Servicing Criteria	226
	Section 11.9.	Annual Independent
    Public Accountants’ Servicing Report	228
	Section 11.10.	Significant
    Obligor	229
	Section 11.11.	Sarbanes-Oxley
    Backup Certification	230
	Section 11.12.	Indemnification	230
	Section 11.13.	Amendments	231
	Section 11.14.	Termination
    of the Certificate Administrator	231
	Section 11.15.	Termination
    of Sub-Servicing Agreements	232
	Section 11.16.	Notification
    Requirements and Deliveries in Connection with Securitization of the Companion Loan	232
	 	 	 
	ARTICLE 12
	 	 	 
	REMIC ADMINISTRATION
	 
	Section 12.1.	REMIC Administration	233
	Section 12.2.	Foreclosed
    Property	237
	Section 12.3.	Prohibited
    Transactions and Activities	239
	Section 12.4.	Indemnification
    with Respect to Certain Taxes and Loss of REMIC Status	239


 


	EXHIBITS	 
	 	 
	Exhibit A-1	Form of Class
    A Certificates
	 	 
	Exhibit A-2	Form of Class
    X-A Certificates
	 	 
	Exhibit A-3	Form of Class
    X-B Certificates
	 	 
	Exhibit A-4	Form of Class
    B Certificates
	 	 
	Exhibit A-5	Form of Class
    C Certificates
	 	 
	Exhibit A-6	Form of Class
    D Certificates
	 	 
	Exhibit A-7	Form of Class
    E Certificates
	 	 
	Exhibit A-8	Form of Class
    F Certificates


 


    	v 



     


    
 

	Exhibit A-9	Form of Class G Certificates
	 	 
	Exhibit A-10	Form of Class HRR Certificates
	 	 
	Exhibit A-11	Form of Class R Certificates
	 	 
	Exhibit B	Form of Request for Release
	 	 
	Exhibit C	Form of Transfer Certificate for Rule 144A Global
    Certificate to Temporary Regulation S Global Certificate
	 	 
	Exhibit D	Form of Transfer Certificate for Rule 144A Global
    Certificate to Regulation S Global Certificate
	 	
	Exhibit E	Form of Transfer Certificate for Temporary Regulation
    S Global Certificate to Rule 144A Global Certificate during Restricted Period
	 	
	Exhibit F	Form of Certification to be given by Beneficial
    Owner of Temporary Regulation S Global Certificate
	 	
	Exhibit G	Form of Transfer Certificate of Non-Book Entry
    Certificate to Temporary Regulation S Global Certificate
	 	 
	Exhibit H	Form of Transfer Certificate of Non-Book Entry
    Certificate to Regulation S Global Certificate
	 	 
	Exhibit I	Form of Transfer Certificate of Non-Book Entry
    Certificate to Rule 144A Global Certificate
	 	
	Exhibit J-1	Form of Investment Representation Letter
	 	 
	Exhibit J-2	Form of Affidavit Pursuant to Section 860E(e)
    of the Internal Revenue Code of 1986
	 	
	Exhibit J-3	Form of Transferor Letter
	 	 
	Exhibit J-4	Form of Transferee Certificate for Transfers
    of the Class HRR Certificates
	 	 
	Exhibit J-5	Form of Transferor Certificate for Transfers
    of the Class HRR Certificates
	 	 
	Exhibit J-6	Form of Request of Retaining Sponsor Consent
    for [Release][Transfers] of the Class HRR Certificates
	 	
	Exhibit K	Form of Investor Certification for Exercising
    Voting Rights
	 	 
	Exhibit L	Applicable Servicing Criteria
	 	 
	Exhibit M	Form of NRSRO Certification
	 	 
	Exhibit N	Form of Power of Attorney
	 	 
	Exhibit O	Form of ERISA Representation Letter
	 	 
	Exhibit P	[Reserved]


 


    	vi 



     


    
 

	Exhibit
    Q	Form
    of Online Vendor Certification
	 	 
	Exhibit R-1	Form of Transferor
    Certificate for Transfer of the Excess Servicing Fee Rights
	 	 
	Exhibit R-2	Form of Transferee
    Certificate for Transfer of the Excess Servicing Fee Rights
	 	 
	Exhibit S	Form of Operating
    Advisor Annual Report
	 	 
	Exhibit T	Form of Notice
    from Operating Advisor Recommending Replacement of Special Servicer
	 	 
	Exhibit U	Additional
    Form 10-D Disclosure
	 	 
	Exhibit V	Additional
    Form 10-K Disclosure
	 	 
	Exhibit W	Form 8-K Disclosure
    Information
	 	 
	Exhibit X	Form of Certificate
    Administrator Receipt of the Class HRR Certificates
	 	 
	Exhibit Y	Additional
    Disclosure Notification
	 	 
	Exhibit Z	Initial Sub-Servicers
	 	 
	Exhibit AA	Form of Back-up
    Certification
	 	 
	Exhibit BB-1	Form of Investor
    Certification for Non- Borrower Related Party
	 	 
	Exhibit BB-2	Form of Investor
    Certification for Borrower Related Party
	 	 
	Exhibit CC	Form of Custodial
    Certification







 




    	vii 



     


    

 


THIS
TRUST AND SERVICING AGREEMENT (“Agreement”) is dated as of November 6, 2017, among Credit Suisse Commercial
Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, Cohen Financial, a Division of SunTrust Bank,
as Special Servicer, U.S. Bank National Association, as Certificate Administrator, U.S. Bank National Association, as Trustee,
U.S. Bank National Association, as Custodian, and Park Bridge Lender Services LLC, as Operating Advisor.


 


INTRODUCTORY
STATEMENT


 


Terms
not defined in this Introductory Statement shall have the meanings specified in Article 1 hereof.


 


Reference
is made to that certain five-year fixed-rate mortgage loan (the “Whole Loan”), evidenced by three promissory
notes (the “Notes”).


 


The
Whole Loan was originated by Column Financial, Inc. (the “Sponsor”) pursuant to that certain Loan Agreement,
dated as of October 26, 2017 (the “Loan Agreement”), by and among the Sponsor and CNI One Cal Plaza Owner,
LLC (the “Loan Borrower”). As of the Cut-off Date, the aggregate outstanding principal balance of the Whole
Loan was $300,000,000.


 


The
Whole Loan consists of (a) a portion that has an unpaid principal balance as of the Cut-off Date of $250,000,000, and is evidenced
by Promissory Note A-1 (as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated,
severed, split or otherwise modified, “Note A-1”) and Promissory Note B (as the same may hereafter be amended,
restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B”
and together with Note A-1, the “Trust Loan Notes”), and (b) a portion that has an aggregate unpaid principal
balance as of the Cut-off Date of $50,000,000, and is evidenced by Promissory Note A-2 (as the same may hereafter be amended,
restated, replaced, extended, renewed, supplemented, severed, split or otherwise modified, the “Companion Loan Note”).
Note A-1 and Note A-2 are collectively referred to herein as the “A-Notes” and, each, as an “A-Note”.
Note B is referred to herein as the “B-Note”. The Trust Loan Notes and the Companion Loan Note are collectively
referred to herein as the “Notes” and, each, as a “Note”.


 


As
of the Cut-off Date, the aggregate outstanding principal balance of Note A-1 and Note B is $250,000,000 (the “Trust Loan”).
As of the Cut-off Date, the outstanding principal balance of Note A-2 is $50,000,000 (the “Companion Loan”).


 


On
or prior to the Closing Date, the Sponsor sold the Trust Loan to the Depositor pursuant to a Trust Loan Purchase and Sale Agreement,
dated as of November 6, 2017, by and between the Sponsor and the Depositor (the “Loan Purchase Agreement”).


 


The
Depositor, as sole owner of the Trust Loan before its transfer to the Trust, is granting to the Trustee and directing the Trustee
to hold in trust for the sole benefit of the Holders of the Class HRR Certificates pursuant to Section 2.1(a) hereof, the
Excess Liquidation Proceeds Option described in Section 3.15(g) hereof. The transfer by the Depositor of the Trust


 



    	 



     


    

 


Loan to the Trustee pursuant to Section 2.1(a) hereof will be subject to the rights of the Holders of the Class HRR Certificates
under the Excess Liquidation Proceeds Option.


 


As
of the Closing Date, the A-Notes and the B-Note were held by the Sponsor, and Note A-2 was held by the Sponsor. The relative rights
of the respective lenders in respect of the Whole Loan are set forth in a co-lender agreement dated as of November 6, 2017 (as
amended, restated, supplemented or otherwise modified from time to time, the “Co-Lender Agreement”), by and
between the initial holders of the A-Notes and the initial holder of the B-Note. From and after the Closing Date, the entire Whole
Loan is to be serviced and administered in accordance with this Agreement.


 


As
provided for herein, the Certificate Administrator shall elect or shall cause elections to be made to treat designated portions
of the Trust Fund 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”). Each Class of Regular
Certificates will represent a single Class of “regular interests” in the Upper-Tier REMIC, as further described herein.
Each Class of Uncertificated Lower-Tier Interests will represent a single class of “regular interests” in the Lower-Tier
REMIC as further described herein. The Class R Certificates will evidence the sole Class of “residual interests” in
each of the Upper-Tier REMIC and Lower-Tier REMIC for purposes of the REMIC Provisions under federal income tax law.


 


In
exchange for the Trust Loan and the Uncertificated Lower-Tier Interests, the Trust shall issue to the Depositor all the Class
A, Class X-A, Class X-B, Class B, Class C, Class D, Class E, Class F, Class G, Class HRR and Class R Certificates (collectively,
the “Certificates”), which Certificates in the aggregate shall evidence the entire beneficial interest in the
Trust. The Trust consists principally of the Trust Loan Notes, the Mortgage and related Loan Documents (exclusive of the rights
of the Companion Loan Holders thereunder), the Excess Liquidation Proceeds Option and all payments under, and proceeds of, the
Trust Loan on and after the Cut-off Date (the “Trust Assets”). All of the Trust Assets other than the Excess
Liquidation Proceeds Option will be designated as assets of the Lower-Tier REMIC. The Excess Liquidation Proceeds Option will
not be held by either Trust REMIC, and will be held by the Trustee outside of the REMICs. The Trust Loan will be held in the Lower-Tier
REMIC subject to the rights of the Holders of the Class HRR Certificates under the Excess Liquidation Proceeds Option.


 


The
Depositor intends to sell the Certificates to the Initial Purchaser in an offering exempt from the registration requirements of
the federal securities laws.


 


UPPER-TIER
REMIC


 


As
further described in Section 2.11, the Class A, Class X-A, Class X-B, Class B, Class C, Class D, Class E, Class F, Class
G and Class HRR Certificates will evidence “regular interests” in the Upper-Tier REMIC created hereunder. The Class
UT-R Interest will constitute the sole Class of “residual interests” in the Upper-Tier REMIC created hereunder, and
will be evidenced by the Class R Certificates. All of the regular interests in the Lower-Tier REMIC will be held as assets of
the Upper-Tier REMIC. The following table sets forth the class designation, the Pass-Through Rate and the aggregate initial Certificate
Balance (the “Initial Certificate


 



    2 


     


    

 


Balance”)
or Notional Amount (“Initial Notional Amount”), as applicable, for each Class of Certificates and the Class
UT-R Interest comprising the interests in the Upper-Tier REMIC created hereunder:


 


	Class

                                         Designation
	 	Approximate
                                         Initial

                                         Pass-Through Rate

                                         (per annum)
	 	Initial
                                         Certificate

                                         Balance or Initial

                                         Notional Amount

	Class
    A 	 	3.43134%	 	$72,700,000
	Class
    X-A 	 	0.34682%(1)	 	$72,700,000
	Class
    X-B 	 	0.02412%(1)	 	$37,100,000
	Class
    B 	 	3.72816%(2)	 	$17,900,000
	Class
    C 	 	3.77816%(3)	 	$19,200,000
	Class
    D 	 	3.77816%(3)	 	$23,500,000
	Class
    E 	 	3.77816%(3)	 	$32,000,000
	Class
    F 	 	3.77816%(3)	 	$30,900,000
	Class
    G 	 	3.77816%(3)	 	$39,700,000
	Class
    HRR 	 	3.77816%(3)	 	$14,100,000
	Class
    UT-R 	 	None(4)	 	None(4)


 





 



 


		(1)	The
                                         Class X-A and Class X-B Certificates (collectively, the “Class X Certificates”)
                                         will not have Certificate Balances and will not be entitled to receive distributions
                                         of principal. Interest will accrue on such Class at the Pass-Through Rate thereof on
                                         the related Notional Amount thereof. The Notional Amount of the Class X-A Certificates
                                         will be equal to the Certificate Balance of the Class A Certificates. The Notional Amount
                                         of the Class X-B Certificates will be equal to the aggregate Certificate Balance of the
                                         Class B and Class C Certificates. The Class X-A Pass-Through Rate for any Certificate
                                         Interest Accrual Period is a variable per annum rate and will equal the Class
                                         X Strip Rate for the Class A Certificates. The Class X-B Pass-Through Rate for any Certificate
                                         Interest Accrual Period is a variable per annum rate and will equal the weighted
                                         average of the Class X Strip Rates for the Class B and Class C Certificates for such
                                         Distribution Date, weighted on the basis of their respective Certificate Balances immediately
                                         prior to that Distribution Date.



 


		(2)	For
                                         any Distribution Date, the Pass-Through Rate of the Class B Certificates will be a per
                                         annum rate equal to the Net Trust Loan Rate for the related Certificate Interest
                                         Accrual Period minus 0.05000% (adjusted, if necessary, to accrue on the basis of a 360-day
                                         year consisting of twelve 30-day months).



 


		(3)	For
                                         any Distribution Date, the Pass-Through Rates of the Class C, Class D, Class E, Class
                                         F, Class G and Class HRR Certificates will be a per annum rate equal to the Net
                                         Trust Loan Rate for the related Certificate Interest Accrual Period (adjusted, if necessary,
                                         to accrue on the basis of a 360-day year consisting of twelve 30-day months).



 


		(4)	The
                                         Class UT-R 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 Prepayment Charges. Any Available Funds remaining in the Upper-Tier Distribution Account,
                                         after all required distributions under this Agreement have been made to each other Class
                                         of Certificates and the Class LT-R Interest, will be distributed to the Holders of the
                                         Class R Certificates in respect of the UT-R Interest.



 


LOWER-TIER
REMIC


 


The
Class LA, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG and Class LHRR Uncertificated Interests will evidence “regular
interests” in the Lower-Tier REMIC created hereunder. The Class LT-R Interest will constitute the sole Class of “residual
interests” in the Lower-Tier REMIC created hereunder and will be evidenced by the Class R Certificates. The following table
sets forth the initial Lower-Tier Principal Amounts and Pass-Through Rates


 



    3 


     


    

 


for
the Uncertificated Lower-Tier Interests and the Class LT-R Interest comprising the interests in the Lower-Tier REMIC created hereunder:


 


	Class

                                         Designation
	 	Pass-Through
                                         Rate
	 	Original
                                         Lower-Tier

                                         Principal Amount

	Class
    LA 	 	(1)	 	$72,700,000
	Class
    LB 	 	(1)	 	$17,900,000
	Class
    LC 	 	(1)	 	$19,200,000
	Class
    LD 	 	(1)	 	$23,500,000
	Class
    LE 	 	(1)	 	$32,000,000
	Class
    LF 	 	(1)	 	$30,900,000
	Class
    LG 	 	(1)	 	$39,700,000
	Class
    LHRR 	 	(1)	 	$14,100,000
	Class
    LT-R 	 	None(2)	 	None(2)



 





 



 

		(1)	For
                                         any Distribution Date, the Pass-Through Rate for each Class of Uncertificated Lower-Tier
                                         Interests shall be the Net Trust Loan Rate for such Distribution Date.



 


		(2)	The
                                         Class LT-R 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 Prepayment Charges. Any Available Funds constituting assets remaining in the Lower-Tier
                                         Distribution Account after distributing the Lower-Tier Distribution Amount shall be distributed
                                         to the Holders of the Class R Certificates in respect of the Class LT-R Interest (but
                                         only to the extent of the Available Funds for such Distribution Date, if any, remaining
                                         in the Lower-Tier Distribution Account).



 


The
Depositor, the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian and the Trustee
are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged.


 




    4 


     


    

 


W
I T N E S S E T H  T H A T:


 


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


 


Article
1



DEFINITIONS


 


Section
1.1.           Definitions.  Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have the following meanings and such meanings shall
be equally applicable to the singular and plural forms of such terms, as the context may require.


 


“15Ga-1
Notice”:  As defined in Section 2.9(a).


 


“15Ga-1
Notice Provider”:  As defined in Section 2.9(a).


 


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


 


“17g-5
Information Provider’s Website”:  The internet website of the 17g-5 Information Provider that shall initially
be located within the Certificate Administrator’s Website (www.usbank.com/abs), under the “NRSRO” tab on the
page relating to this transaction, access which is limited to the Depositor and NRSROs who have provided an NRSRO Certification
to the 17g-5 Information Provider. Such website shall provide means of navigation for each NRSRO (including the Rating Agency)
to the portion of the Certificate Administrator’s website available to Privileged Persons.


 


“A-Notes”: 
As defined in the Introductory Statement.


 


“Acceptable
Insurance Default”:  Any default arising when the Loan Documents require that the Loan Borrower maintain all risk
casualty insurance or other insurance that covers damages or losses arising from acts of terrorism and the Special Servicer has
determined, in its reasonable judgment in accordance with the Accepted Servicing Practices, that (i) such insurance is not available
at commercially reasonable rates and the subject hazards are not commonly insured against by prudent owners of similar real properties
located in or near the geographic region in which the Property is located (but only by reference to such insurance that has been
obtained by such owners at current market rates) or (ii) such insurance is not available at any rate. In making this determination,
the Special Servicer, to the extent consistent with the Accepted Servicing Practices, may rely on the opinion of an insurance
consultant.


 


“Accepted
Servicing Practices”:  As defined in Section 3.1.


 


“Acquisition
Date”:  The date upon which, under the Code (and in particular the REMIC Provisions and Section 856(e) of the Code),
the Trust Fund is deemed to have acquired the Property.


 






    5 


     


    

 


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


 


“Additional
Form 10-D Disclosure” The information described in the Form 10-D items set forth under the “Item on Form 10-D”
column on Exhibit U hereto.


 


“Additional
Form 10-K Disclosure” The information described in the Form 10-K items set forth under the “Item on Form 10-K”
column on Exhibit V hereto.


 


“Additional
Servicer”:  Each Affiliate of the Servicer or the Special Servicer that Services the Whole Loan and each Person
who is not an Affiliate of the Servicer, other than the Special Servicer, who Services the Whole Loan as of any date of determination.


 


“Administrative
Advances”:  As defined in Section 3.4(c).


 


“Administrative
Fee Rate”:  The sum of the Servicing Fee Rate, the Certificate Administrator Fee Rate, the Operating Advisor Fee
Rate and the CREFC® Intellectual Property Royalty License Fee.


 


“Advance”: 
Any Administrative Advance, Monthly Payment Advance or any Property Protection Advance.


 


“Advance
Rate”:  As defined in Section 3.23(d).


 


“Adverse
REMIC Event”:  As defined in Section 12.1(j).


 


“Advisers
Act”:  As defined in Section 5.3(p).


 


“Affiliate”: 
With respect to any specified Person, any other Person, directly or indirectly, 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, relation to individuals or otherwise, and the terms “controlling” and “controlled”
have meanings correlative to the foregoing. For purposes of this definition and the Loan Borrower, any Person that is a Restricted
Holder shall be deemed to be an Affiliate of the Loan Borrower. The Trustee and the Certificate Administrator may request and
rely upon an Officer’s Certificate of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, a
Loan Borrower or the Depositor, as applicable, to determine whether any Person is an Affiliate of the Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, a Loan Borrower or the Depositor.


 


“Affiliate
Ethical Wall”:  Reasonable policies and procedures to be maintained by an Affiliate of the Depositor, the Servicer,
the Special Servicer, the Certificate Administrator or the Trustee, as applicable, taking into account the nature of its business,
to ensure (1) that such Affiliate will not obtain Confidential Information from the Depositor, the Servicer, the Special Servicer,
the Certificate Administrator or the Trustee, as applicable, and (2) that the Depositor, the Servicer, the Special Servicer, the
Certificate Administrator or the Trustee, as applicable, will


 






    6 


     


    

 


not
obtain information regarding Investments in the Certificates from such Affiliate. Under such policies and procedures maintained
by such Affiliate, (i) policies and procedures restricting the flow of information exist, and shall be maintained by such Affiliate,
between such Affiliate, on the one hand and the Depositor, the Servicer, the Special Servicer, the Certificate Administrator or
the Trustee, as applicable, on the other; (ii) such policies and procedures restricting the flow of information operate in both
directions so as to include (a) policies and procedures against the disclosure of Confidential Information from the Depositor,
the Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, to such Affiliate and (b) policies
and procedures against the disclosure of information regarding Investments in Certificates from such Affiliate to the Depositor,
the Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable; (iii) the senior management personnel
of such Affiliate who have obtained Confidential Information in the course of their exercise of general managerial responsibilities
may not participate in or use that information to influence Investment Decisions with respect to the Certificates, nor may they
pass that information to others for use in such activities; and (iv) such senior management personnel who have obtained information
regarding Investments in the course of their exercise of general managerial responsibilities may not use that information to influence
servicing recommendations.


 


“Agreement”: 
This Trust and Servicing Agreement (including all exhibits hereto) and all amendments and supplements hereto.


 


“Applicable
Laws”:  As defined in Section 8.2(d).


 


“Applicable
Servicing Criteria”:  With respect to the Servicer, the Special Servicer or any Servicing Function Participant,
the Servicing Criteria applicable to it, as set forth on Exhibit L attached hereto. For clarification purposes, multiple
parties can have responsibility for the same Applicable Servicing Criteria and with respect to a Servicing Function Participant
engaged by the Servicer or the Special Servicer, the term “Applicable Servicing Criteria” may refer to a portion
of the Applicable Servicing Criteria applicable to the Servicer or the Special Servicer, as the case may be.


 


“Applied
Realized Loss Amount”:  All amounts applied to reduce the Certificate Balance of a Class of Certificates in respect
of Realized Losses pursuant to Section 4.1(g).


 


“Appraisal”: 
With respect to the Property or the Foreclosed Property, an appraisal of such Property or Foreclosed Property, conducted by an
Independent Appraiser in accordance with the standards of the Appraisal Institute and certified by such Independent Appraiser
as having been prepared in accordance with the requirements of the Standards of Professional Practice of the Appraisal Institute
with an “MAI” designation and the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation,
as well as the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended; provided that after an
initial “Appraisal” has been obtained pursuant to the terms of this Agreement, an update of such initial Appraisal
shall be considered an “Appraisal” hereunder for all purposes. All Appraisals (and updates thereof) obtained pursuant
to the terms of this Agreement shall include a valuation using the “income capitalization – discounted cash flow approach”
and set forth the discount rate and terminal capitalization rate utilized by the Appraiser. All calculations under this Agreement
requiring that a “value” or “appraised value” be used with respect to the


 






    7 


     


    

 


Property
or the Foreclosed Property shall use the most recently determined appraised value set forth in an Appraisal (or update thereof)
unless a different valuation is specifically required (such as the appraised value of the Property at origination).


 


“Appraisal
Reduction Amount”:  As of any date of determination, an amount equal to the excess of (i) the outstanding principal
balance of the Whole Loan on such date plus the sum of (A) all accrued and unpaid interest on each Note at the applicable Note
Rate, (B) all unreimbursed Administrative Advances, Property Protection Advances and interest on all Advances (including interest
on advances with respect to the Companion Loan made under an Other Pooling and Servicing Agreement) at the Advance Rate in respect
of the Whole Loan or the Property, (C) the amount of any Advances (including advances with respect to the Companion Loan made
under an Other Pooling and Servicing Agreement) and interest thereon previously reimbursed from principal collections on the Whole
Loan that have not otherwise been recovered from the Loan Borrower, (D) all currently due and unpaid real estate taxes and assessments
and insurance premiums and all other amounts, including, if applicable, ground rents, due and unpaid in respect of the Property
(which taxes, premiums and other amounts have not been the subject of an Advance) and (E) to the extent not duplicative of amounts
in clauses (B), (C) or (D), all unpaid Trust Fund Expenses then due under the Loan Agreement over (ii) the sum of (A)(x) 90% of
the appraised value (as determined by an updated appraisal of the Property that was performed within 9 months prior to the Appraisal
Reduction Event if the Special Servicer is not aware of any material change in the market or condition or value of the Property
since the date of such Appraisal, in which case such Appraisal may be used) of the Property or (y) if the events described in
clauses (i) through (iii) in Section 3.7(e) occur with respect to the Property, the Assumed Appraised Value of the Property,
in each case, less the amount of any liens (exclusive of Permitted Encumbrances) on the Property senior to the lien of the Loan
Documents plus (B) any escrows with respect to the Whole Loan, including for taxes, insurance premiums and ground rents.


 


“Appraisal
Reduction Event”:  The earliest of (i) 60 days after an uncured payment delinquency (other than a delinquency in
respect of the Balloon Payment) occurs in respect of the Whole Loan, (ii) 90 days after an uncured delinquency occurs in respect
of the Balloon Payment for the Whole Loan unless a refinancing is anticipated within 120 days after the Stated Maturity Date of
the Whole Loan (as evidenced by a written refinancing commitment from an acceptable lender and reasonably satisfactory in form
and substance to the Servicer and, so long as no Control Termination Event has occurred and is continuing, the Controlling Class
Representative, that provides that such refinancing shall occur within 120 days after the Stated Maturity Date), in which case
120 days after such uncured delinquency, (iii) 60 days after a reduction in Monthly Payments, (iv) 60 days after an extension
of the Stated Maturity Date of the Whole Loan (except for an extension within the time periods described in clause (ii) above),
(v) immediately after a receiver has been appointed in respect of the Property on behalf of the Trust or any other creditor, (vi)
immediately after the Loan Borrower declares, or becomes the subject of, bankruptcy, insolvency or similar proceedings, admits
in writing the inability to pay its debts as they come due or makes an assignment for the benefit of creditors, or (vii) immediately
after the Property becomes a Foreclosed Property.


 


“Asset
Status Report”:  As defined in Section 3.10(h).


 






    8 


     


    

 


“Assignment
of Mortgage”:  An assignment of the Mortgages without recourse, notice of transfer or equivalent instrument, in
recordable form, which is sufficient under the laws of the jurisdiction in which the Property are located to reflect of record
the assignment of the Mortgage to the Trustee on behalf of the Trust Fund; provided, however, that the Trustee,
the Certificate Administrator, the Custodian, the Servicer and the Special Servicer shall not be responsible for determining whether
any such assignment is legally sufficient or in recordable form.


 


“Assumed
Appraised Value”:  As defined in Section 3.7(e).


 


“Assumed
Loan Payment Date”:  With respect to the Whole Loan for any calendar month following a delinquency in the payment
of the Balloon Payment or the foreclosure of the Whole Loan or acceptance by the Special Servicer on behalf of the Trust of a
deed-in-lieu of foreclosure or comparable conversion of the Whole Loan, the date that would have been the Loan Payment Date in
such calendar month if the Stated Maturity Date or the foreclosure of the Whole Loan or acceptance by the Special Servicer on
behalf of the Trust of a deed-in-lieu of foreclosure or comparable conversion of the Whole Loan had not occurred.


 


“Assumed
Monthly Payment”:  With respect to any Distribution Date (following the Stated Maturity Date or the foreclosure
of the Whole Loan or acceptance by the Special Servicer on behalf of the Trust Fund of a deed-in-lieu of foreclosure or comparable
conversion of the Trust Loan or a portion of the Trust Loan), the scheduled monthly payment of interest that would have been due
in respect of the Trust Loan on its Stated Maturity Date and each subsequent Loan Payment Date (or Assumed Loan Payment Date)
if the Trust Loan had been required to continue to accrue interest in accordance with its terms in effect immediately prior to,
and without regard to the occurrence of the Stated Maturity Date (or after the occurrence of a foreclosure, in whole or in part,
of the Whole Loan or acceptance by the Special Servicer on behalf of the Trust Fund of a deed-in-lieu of foreclosure or comparable
conversion of the Trust Loan or a portion of the Trust Loan, the scheduled monthly payment of interest that would have been due
in respect of the Trust Loan on the last Loan Payment Date (or Assumed Loan Payment Date) prior to its foreclosure or acceptance
of a deed-in-lieu of foreclosure), in each case as such terms and amortization schedule may have been modified, and such Stated
Maturity Date may have been extended, in connection with a bankruptcy or similar proceeding involving the parties under the Whole
Loan or a modification, waiver or amendment granted or agreed to by the Servicer or Special Servicer.


 


“Authenticating
Agent”:  As defined in Section 8.11(a).


 


“Available
Funds”:  On each Distribution Date shall be equal to (i) (x) all amounts (other than Prepayment Charges, if any)
received in respect of principal and interest on the Trust Loan during the related Collection Period or advanced in respect of
interest with respect to such Distribution Date (including, without limitation, any Repurchase Price of the Trust Loan or purchase
price of the Trust Loan received by the Trust, Net Liquidation Proceeds and Condemnation Proceeds and Insurance Proceeds (to the
extent not needed for the repair or restoration of the affected portion of the Property) received by the Trust and allocable to
the Trust Loan) excluding payments received that are due on a subsequent Loan Payment Date and reduced by (y) the Available Funds
Reduction Amount (other than amounts payable in respect of


 






    9 


     


    

 


the
Companion Loan), plus (ii) (x) if such Distribution Date is the Distribution Date occurring in March of each year (or February,
if such Distribution Date is the final Distribution Date), Withheld Amounts to be withdrawn from the Interest Reserve Account
for such Distribution Date, and reduced by (y) an amount equal to the applicable Withheld Amounts in the case of the February
Distribution Date and any January Distribution Date occurring in a year that is not a leap year (unless, in either case, such
Distribution Date is the final Distribution Date). Available Funds will not include any amounts allocable to the Companion Loan
under the Co-Lender Agreement.


 


“Available
Funds Reduction Amount”:  As of each Distribution Date, all amounts withdrawn on the related Remittance Date or
during the related Collection Period from the Collection Account pursuant to Section 3.4(c).


 


“B-Note”: 
As defined in the Introductory Statement.


 


“Balloon
Payment”:  The payment of the outstanding principal balance of the Whole Loan, Trust Loan or the Companion Loan,
as applicable, together with all unpaid interest, due and payable on the Stated Maturity Date.


 


“Base
Interest Fraction”:  With respect to any principal prepayment of the Trust Loan and any Class of Sequential Pay
Certificates, a fraction (A) whose numerator is the greater of (x) zero and (y) the excess of (i) the Pass-Through Rate on such
Class of Sequential Pay Certificates over (ii) the Treasury Constant Yield as provided by the Servicer used in calculating the
Prepayment Charges, as applicable, with respect to such principal prepayment and (B) whose denominator is the excess of (i) the
Whole Loan Rate over (ii) the Treasury Constant Yield used in calculating the Prepayment Charges, as applicable with respect to
such principal prepayment; provided, however, that under no circumstances shall the Base Interest Fraction be greater than one.
If the Treasury Constant Yield is greater than the Whole Loan Rate, then the Base Interest Fraction shall equal zero.


 


“Beneficial
Owner”:  With respect to a Global Certificate, the Person who is the beneficial owner of such Certificate as reflected
on the books of the Depository or on the books of a Person maintaining an account with such Depository (directly as a Depository
Participant or indirectly through a Depository Participant, in accordance with the rules of such Depository). Each of the Depositor,
the Trustee, the Certificate Administrator, the Special Servicer and the Servicer, as applicable, shall have the right to require,
as a condition to acknowledging the status of any Person as a Beneficial Owner under this Agreement, that such Person provide
an Investor Certification, and each of Depositor, the Trustee, the Certificate Administrator, the Special Servicer and the Servicer
shall be entitled to rely on such Investor Certification.


 


“Benefit
Plan”:  As defined in Section 5.3(m).


 


“Borrower
Related Party”:  Any of (a) the Loan Borrower, the Borrower Sponsor, the Property Manager or a Restricted Holder,
(b) any other Person controlling or controlled by or under common control with the Loan Borrower, the Borrower Sponsor, any Property
Manager or a Restricted Holder, as applicable, or (c) any other Person owning, directly or indirectly, twenty-five percent (25%)
or more of the beneficial interests in the Loan Borrower, the Borrower


 






    10 


     


    

 


Sponsor,
any Property Manager or a Restricted Holder, as applicable. For the purposes of this definition, “control” when used
with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


 


“Borrower
Sponsor”:  Colony Capital Operating Company, LLC, a Delaware limited liability company.


 


“Breach”: 
As defined in Section 2.9(a).


 


“Business
Day”:  Any day other than a Saturday and a Sunday or any other day on which the following are not open for business:
(a) national banks in New York, New York, Cleveland, Ohio, Overland Park, Kansas, or (b) the office of the Trustee, the Certificate
Administrator, the Servicer, the Special Servicer, the Operating Advisor or the financial institution that maintains the Collection
Account.


 


“Cash
Management Account”:  As defined in the Loan Agreement.


 


“Cash
Management Agreement”:  As defined in the Loan Agreement.


 


“Casualty”: 
As defined in the Loan Agreement.


 


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


 


“Certificate”: 
Any Class A, Class X-A, Class X-B, Class B, Class C, Class D, Class E, Class F, Class G, Class HRR or Class R Certificate.


 


“Certificate
Administrator”:  U.S. Bank National Association, in its capacity as certificate administrator, or if any successor
certificate administrator is appointed as herein provided, such certificate administrator.


 


“Certificate
Administrator Fee”:  With respect to any Distribution Date, an amount accrued during the related Certificate Interest
Accrual Period at the Certificate Administrator Fee Rate on the outstanding principal balance of the Trust Loan as of the close
of business on the Distribution Date in such Certificate 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 principal and interest payment due or
deemed due on the Trust Loan is computed and shall be prorated for partial periods. A portion of the Certificate Administrator
Fee, shall be payable to the Trustee as the Trustee Fee. For the avoidance of doubt, the Certificate Administrator Fee shall be
deemed to be payable from the Lower-Tier REMIC.


 


“Certificate
Administrator Fee Rate”:  0.012% per annum.


 


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


 






    11 


     


    

 


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


 


“Certificate
Balance”:  With respect to any outstanding Class of Sequential Pay Certificates at any date, an amount equal to
the aggregate Initial Certificate Balance of such Class as set forth in Section 5.1(a) less the sum of (a) all amounts
distributed to Holders of Certificates of such Class on all previous Distribution Dates and treated under this Agreement as allocable
to principal and (b) the aggregate amount of Realized Losses allocated to such Class of Certificates, if any, pursuant to Section
4.1(g) on all previous Distribution Dates. With respect to any individual Certificate in any such Class, the product of (x)
the Percentage Interest represented by such Certificate multiplied by (y) the Certificate Balance of such Class.


 


“Certificate
Interest Accrual Period”:  With respect to the Certificates for any Distribution Date, the calendar month preceding
the calendar month in which such Distribution Date occurs.


 


“Certificate
Register” and “Certificate Registrar”:  The register maintained and the registrar appointed
pursuant to Section 5.3(a).


 


“Certificateholder”
or “Holder”:  With respect to any Certificate, the Person in whose name a Certificate is registered in
the Certificate Register; provided, however, that (1) solely for the purposes of providing, distributing or otherwise
making available any reports, statements or other information required or permitted to be provided or distributed or made available
to a Certificateholder under this Agreement, a Certificateholder shall include any Beneficial Owner to the extent that the Person
providing, distributing or making available such reports, statements or other information has received from such Beneficial Owner
information and a written certification reasonably acceptable to such Person regarding its name, and address and beneficial ownership
of a Certificate; and (2) solely for the purposes of giving any consent or taking of any action pursuant to this Agreement (except
as set forth in the following sentence), any Certificate beneficially owned by the Servicer, the Special Servicer, the Certificate
Administrator, the Trustee, any Borrower Related Party or any of their subservicers or respective affiliates shall be deemed not
to be outstanding and the consent or Voting Rights to which it is entitled shall not be taken into account in determining whether
the requisite percentage of Voting Rights necessary to effect any such consent or take any such action has been obtained. Notwithstanding
the foregoing, for purposes of obtaining the consent of Certificateholders to an amendment of this Agreement, any Certificate
beneficially owned by the Certificate Administrator, the Trustee, the Servicer or the Special Servicer or any Affiliates thereof
shall be deemed to be outstanding, provided that (1) if such amendment relates to the termination, increase in compensation
or material reduction of obligations of the Certificate Administrator, the Trustee, the Servicer or the Special Servicer (other
than any replacement of the Special Servicer by the Controlling Class Representative under this Agreement), as applicable, or
benefit the Certificate Administrator, the Trustee, the Servicer or the Special Servicer, as applicable in its capacity as such
or any of its affiliates (other than solely in its capacity as a Certificateholder) in any material respect, then such Certificate
will be deemed not to be outstanding; and (2) if the Certificate Administrator, the Trustee, the Servicer or the Special Servicer
has provided an Investor Certification in which it has certified as to the existence of an Affiliate Ethical Wall between it and
the Trustee, the Certificate Administrator, the Servicer or the Special Servicer, as


 






    12 


     


    

 


applicable,
then any Certificates beneficially owned by such affiliate will be deemed to be outstanding. The Trustee and the Certificate Registrar
may obtain and conclusively rely upon an Officer’s Certificate of the Servicer, the Special Servicer, the Loan Borrower,
the Property Manager, the Borrower Sponsor or any sub-servicer to determine whether a Certificate is beneficially owned by an
Affiliate of any of them. Notwithstanding the foregoing, the restrictions above shall not apply (i) to the exercise of the rights
of the Servicer, the Special Servicer or an Affiliate of the Servicer or the Special Servicer, if any, as a member of the Controlling
Class (but not if it is a Borrower Related Party) or (ii) to any Affiliate of the Depositor, the Servicer, the Special Servicer,
the Trustee or the Certificate Administrator that has provided an Investor Certification in which it has certified as to the existence
of certain policies and procedures restricting the flow of information between it and the Depositor, the Servicer, the Special
Servicer, the Trustee or the Certificate Administrator, as applicable.


 


“Certificateholder
Quorum”:  In connection with any solicitation of votes in connection with the replacement of the Special Servicer
(other than at the recommendation of the Operating Advisor), the holders of Sequential Pay Certificates evidencing at least 66
2/3% of the aggregate Voting Rights (taking into account application of any Appraisal Reduction Amounts to notionally reduce the
Certificate Balance of the Certificates) of all Sequential Pay Certificates.


 


“Certification
Parties”:  As defined in Section 5.3(m).


 


“Certifying
Person”:  As defined in Section 5.3(m).


 


“Class”: 
With respect to the Certificates, all of the Certificates bearing the same alphabetical designation, and each Uncertificated Lower-Tier
Interest.


 


“Class
A Certificate”:  A Certificate executed and authenticated by the Certificate Administrator in substantially the
form set forth in Exhibit A-1 hereto and designated as a Class A Certificate.


 


“Class
A Pass-Through Rate”:  As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


 


“Class
B Certificate”:  A Certificate executed and authenticated by the Certificate Administrator in substantially the
form set forth in Exhibit A-4 hereto and designated as a Class B Certificate.


 


“Class
B Pass-Through Rate”:  As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


 


“Class
C Certificate”:  A Certificate executed and authenticated by the Certificate Administrator in substantially the
form set forth in Exhibit A-5 hereto and designated as a Class C Certificate.


 


“Class
C Pass-Through Rate”:  As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


 






    13 


     


    

 


“Class
D Certificate”:  A Certificate executed and authenticated by the Certificate Administrator in substantially the
form set forth in Exhibit A-6 hereto and designated as a Class D Certificate.


 


“Class
D Pass-Through Rate”:  As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


 


“Class
E Certificate”:  A Certificate executed and authenticated by the Certificate Administrator in substantially the
form set forth in Exhibit A-7 hereto and designated as a Class E Certificate.


 


“Class
E Pass-Through Rate”:  As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


 


“Class
F Certificate”:  A Certificate executed and authenticated by the Certificate Administrator in substantially the
form set forth in Exhibit A-8 hereto and designated as a Class F Certificate.


 


“Class
F Pass-Through Rate”:  As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


 


“Class
G Certificate”:  A Certificate executed and authenticated by the Certificate Administrator in substantially the
form set forth in Exhibit A-9 hereto and designated as a Class G Certificate.


 


“Class
G Pass-Through Rate”:  As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


 


“Class
HRR Certificate”:  A Certificate executed and authenticated by the Certificate Administrator in substantially the
form set forth in Exhibit A-10 hereto and designated as a Class HRR Certificate.


 


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


 


“Class
HRR Pass-Through Rate”:  As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


 


“Class
LA Uncertificated Interest”:  A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier
REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Lower-Tier section
of the Introductory Statement.


 


“Class
LB Uncertificated Interest”:  A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier
REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Lower-Tier section
of the Introductory Statement.


 






    14 


     


    

 


“Class
LC Uncertificated Interest”:  A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier
REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Lower-Tier section
of the Introductory Statement.


 


“Class
LD Uncertificated Interest”:  A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier
REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Lower-Tier section
of the Introductory Statement.


 


“Class
LE Uncertificated Interest”:  A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier
REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Lower-Tier section
of the Introductory Statement.


 


“Class
LF Uncertificated Interest”:  A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier
REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Lower-Tier section
of the Introductory Statement.


 


“Class
LG Uncertificated Interest”:  A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier
REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Lower-Tier section
of the Introductory Statement.


 


“Class
LHRR Uncertificated Interest”:  A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier
REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Lower-Tier section
of the Introductory Statement.


 


“Class
LT-R Interest”:  The residual interest in the Lower-Tier REMIC. The Class LT-R Interest will be represented by
the Class R Certificates.


 


“Class
R Certificate”:  A Certificate executed and authenticated by the Certificate Administrator, in substantially the
form set forth in Exhibit A-11 hereto and designated as a Class R Certificate, which shall only be issued as Definitive
Certificates. The Class R Certificates will not have a Certificate Balance, Notional Amount or a Pass-Through Rate. The Class
R Certificates will evidence the Class LT-R and Class UT-R Interests.


 


“Class
UT-R Interest”:  The residual interest in the Upper-Tier REMIC. The Class UT-R Interest will be represented by
the Class R Certificates.


 


“Class
X-A Certificate”:  A Certificate executed and authenticated by the Certificate Administrator, in substantially
the form set forth in Exhibit A-2 and designated as a Class X-A Certificate.


 


“Class
X-A Notional Amount”:  An amount equal to the Certificate Balance of the Class A Certificates.


 






    15 


     


    

 


“Class
X-A Pass-Through Rate”:  A variable rate that for each Distribution Date shall be equal to the Class X Strip Rate
for the Class A Certificates for such Distribution Date.


 


“Class
X-B Certificate”:  A Certificate executed and authenticated by the Certificate Administrator, in substantially
the form set forth in Exhibit A-3 and designated as a Class X-A Certificate.


 


“Class
X-B Notional Amount”:  An amount equal to the Certificate Balance of the Class A Certificates.


 


“Class
X-B Pass-Through Rate”:  A variable rate that for each Distribution Date shall be equal to the weighted average
of Class X Strip Rates for the Class B and Class C Certificates for such Distribution Date, weighted on the basis of their respective
Certificate Balances immediately prior to that Distribution Date.


 


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


 


“Class
X Notional Amount”:  The Class X-A Notional Amount and the Class X-B Notional Amount.


 


“Class
X Pass-Through Rate”:  The Class X-A Pass-Through Rate and the Class X-B Pass-Through Rate.


 


“Class
X Strip Rate”:  For each of the Class A, Class B and Class C Certificates for any Distribution Date shall equal
the excess, if any, of (i) the Net Trust Loan Rate for such Distribution Date over (ii) the Pass-Through Rate for such Class of
Certificates.


 


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


 


“Clearstream”: 
As defined in Section 5.2(a).


 


“Closing
Date”:  November 21, 2017.


 


“Code”: 
The Internal Revenue Code of 1986, as amended, and as it may be further amended from time to time, any successor statutes thereto,
and applicable U.S. Department of the Treasury regulations issued pursuant thereto in temporary or final form and any proposed
regulations thereunder, to the extent that, by reason of their proposed effective date, such proposed regulations would apply
to the Trust Fund.


 


“Collateral”: 
The Property securing the Whole Loan, the Reserve Accounts (and all sums held, deposited or invested therein and all proceeds
thereof) with respect to the Whole Loan and all other collateral which is subject to security interests and liens granted to secure
the Whole Loan.


 






    16 


     


    

 


“Collateral
Security Documents”:  Any document or instrument given to secure or guaranty the Whole Loan, including without
limitation, the Mortgage, each as amended, supplemented, assigned, extended or otherwise modified from time to time.


 


“Collection
Account”:  As defined in Section 3.4(a).


 


“Collection
Period”:  With respect to any Distribution Date, the period commencing immediately following the Determination
Date in the calendar month preceding the calendar month in which such Distribution Date occurs and ending on and including the
Determination Date in the calendar month in which such Distribution Date occurs; provided, that the first Collection Period
will commence on the Cut-off Date and end on and include the Determination Date in December 2017.


 


“Commission”: 
The Securities and Exchange Commission.


 


“Companion
Loan”:  As defined in the Introductory Statement.


 


“Companion
Loan Note”:  As defined in the Introductory Statement.


 


“Companion
Loan Advance”:  With respect to the Companion Loan that is part of an Other Securitization Trust, any advance of
delinquent scheduled payments of interest with respect to such Companion Loan made by the master servicer or trustee with respect
to such Other Securitization Trust.


 


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


 


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


 


“Companion
Loan Rating Agency Confirmation”:  With respect to any matter involving the servicing and administration of the
Companion Loan as to which any Companion Loan Securities exist, confirmation in writing (which may be in electronic form) by each
applicable Companion Loan Rating Agency that a proposed action, failure to act or other event so specified will not, in and of
itself, result in the downgrade, withdrawal or qualification of the then current rating assigned to any class of such Companion
Loan Securities (if then rated by such Companion Loan Rating Agency); provided that upon receipt of a written waiver or
other acknowledgment from a Companion Loan Rating Agency indicating its decision not to review or declining to review the matter
for which the Companion Loan Rating Agency Confirmation is sought (such written notice, a “Companion Loan Rating Agency
Declination”), or as otherwise provided in Section 3.27 of this Agreement, the requirement for the Companion
Loan Rating Agency Confirmation from the applicable Companion Loan Rating Agency with respect to such matter shall not apply.


 


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


 






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“Condemnation”: 
As defined in the Loan Agreement.


 


“Condemnation
Proceeds”:  The portion of the Net Proceeds relating to a Condemnation other than amounts to be applied to the
restoration, preservation or repair of the Property or to be released to the Loan Borrower each in accordance with the terms of
the Loan Agreement, or if not required to be so applied or so released under the terms of the Loan Agreement, Accepted Servicing
Practices.


 


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


 


“Consultation
Termination Event”:  The event that occurs when (i) no Class of Control Eligible Certificates has a Certificate
Balance (without regard to the application of any Appraisal Reduction Amount) at least equal to 25% of the Initial Certificate
Balance of that Class, (ii) the Controlling Class Representative or a majority of the Controlling Class Certificateholders (by
Certificate Balance) is a Borrower Related Party or (iii) be deemed to occur pursuant to Section 6.5(c) of this Agreement.


 


“Control
Eligible Certificates”:  Any of the Class G and the Class HRR Certificates. No other Class of Certificates will
be eligible to act as a Controlling Class or appoint a Controlling Class Representative.


 


“Control
Termination Event”:  The event that occurs when (i) no Class of Control Eligible Certificates has a Certificate
Balance (as notionally reduced by any Appraisal Reduction Amount allocable to such Class in accordance with Section 3.7(a)
of this Agreement) that is at least equal to 25% of the Initial Certificate Balance of such Class, (ii) the Controlling Class
Representative or a majority of the Controlling Class Certificateholders (by Certificate Balance) is a Borrower Related Party
or (iii) such an event is deemed to occur pursuant to Section 6.5(c) of this Agreement.


 


“Controlling
Class”:  As of any time of determination, the most subordinate Class of Control Eligible Certificates then outstanding
that has an aggregate Certificate Balance, as notionally reduced by any Appraisal Reduction Amounts allocable to such Class, at
least equal to 25% of the Initial Certificate Balance of such Class or, if no Class of Control Eligible Certificates meets the
preceding requirement, the Class G Certificates until the occurrence of a Consultation Termination Event. The Controlling Class
as of the Closing Date will be the Class HRR Certificates.


 


“Controlling
Persons”:  As defined in Section 6.3(a).


 






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


 


“Controlling
Class Representative”:  The Controlling Class Certificateholder (or other representative) selected by more than
50% of the Controlling Class Certificateholders by Certificate Balance, as identified by notice to the Certificate Registrar by
the applicable Controlling Class Certificateholders from time to time, with notice of such selection delivered to the Special
Servicer, the Servicer, the Operating Advisor, the Trustee and the Certificate Administrator; provided that (i) absent
such selection, or (ii) until a Controlling Class Representative is so selected, or (iii) upon receipt of notice from a majority
of the Controlling Class Certificateholders, by Certificate Balance, that a Controlling Class Representative is no longer so designated,
the Controlling Class Representative shall be the Controlling Class Certificateholder that owns Certificates representing the
largest aggregate Certificate Balance of the Controlling Class as identified to the Certificate Administrator.


 


The
initial Controlling Class Representative on the Closing Date shall be 1CAL Grand Avenue Partners, LLC. The Certificate Registrar
and the other parties to this Agreement shall be entitled to assume that 1CAL Grand Avenue Partners, LLC or any successor Controlling
Class Representative selected thereby and notified to the Certificate Registrar in writing is the Controlling Class Representative
until the Certificate Registrar receives (a) written notice of a replacement Controlling Class Representative from a majority
of the Controlling Class Certificateholders or (b) notice that 1CAL Grand Avenue Partners, LLC is no longer the Holder (or Beneficial
Owner) of a majority of the Controlling Class due to a transfer of those Certificates (or a beneficial ownership interest in those
Certificates).


 


“Corporate
Trust Office”:  The corporate trust office of the Trustee or the Certificate Administrator, as applicable, at which
at any particular time its corporate trust business shall be administered, which office at the date of the execution of this Agreement
is located at (i) 190 S. LaSalle Street, 7th Floor, Mail Code MK-IL-SL7C, Chicago, Illinois 60603, Attention: CSMC
Trust 2017-CALI, (ii) in the case of any redemption, transfer or exchange, at 111 Fillmore Avenue, St. Paul, Minnesota 55107,
Attention: Bondholder Services CSMC 2017-HD, (iii) in the case of custodial services, 1719 Otis Way, Florence, South Carolina
29501, Attention: Document Custody Services CSMC 2017-CALI or (iv) at such other address as the Trustee or the Certificate Administrator
may designate from time to time by notice to the Certificateholders and the other parties to this agreement.


 


“Credit
Risk Retention Compliance Agreement”:  As defined in Section 3.30(a).


 


“Credit
Risk Retention Rules”:  The Credit Risk Retention regulations, 79 Fed Reg. 77601, pages 77740 - 77766 (Dec. 24,
2014), jointly promulgated by the Office of the Comptroller of the Currency, the Board of Governors of 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 (the “Agencies”) to implement the credit risk retention requirements
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), as such regulations may be amended from time to time


 






    19 


     


    

 


by
such Agencies, and subject to such clarification and interpretation as have been provided by such Agencies, whether in the adopting
release, or as may be provided by any such Agency or its staff from time to time, in each case, as effective from time to time
as of the applicable compliance date specified therein.


 


“CREFC®”: 
CRE Finance Council, formerly known as Commercial Mortgage Securities Association, or any successor thereto.


 


“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 and, insofar as
it requires the presentation of information in addition to that called for by the form of the “Advance Recovery Report”
available as of the Closing Date on the CREFC® Website, is reasonably acceptable to the Servicer.


 


“CREFC®
Appraisal Reduction Template”:  A report substantially in the form of, and containing the information called
for in, the downloadable form of the “Appraisal Reduction Template” available 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 approved by the CREFC® for commercial mortgage securities transactions generally.


 


“CREFC®
Bond Level File”:  The monthly report substantially in the form of, and containing the information called
for in, the downloadable form of the “Bond Level File” 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Certificate Administrator.


 


“CREFC®
Collateral Summary File”:  The report substantially in the form of, and containing the information called
for in, the downloadable form of the “Collateral Summary File” 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Certificate Administrator.


 


“CREFC®
Comparative Financial Status Report”:  A report substantially in the form of, and containing the information
called for in, the downloadable form of the “Comparative Financial Status Report” available as of the Closing Date
on the CREFC® Website, or such other form for the presentation of such information as may from time to time be
recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable
to the Servicer and the Special Servicer.


 


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


 






    20 


     


    

 


Status
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 recommended by the CREFC®
for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer and the Special Servicer.


 


“CREFC®
Financial File”:  A report substantially in the form of, and containing the information called for in, the
downloadable form of the “Financial File” 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
recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable
to the Servicer.


 


“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 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 and is reasonably acceptable to the Servicer.


 


“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 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 and is reasonably acceptable to the Servicer.


 


“CREFC®
Historical Loan Modification Forbearance and Corrected Loan Report”:  A report substantially in the form
of, and containing the information called for in, the downloadable form of the “Historical Loan Modification Forbearance
and Corrected Loan 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 recommended by the
CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer and
the Special Servicer.


 


“CREFC®
Intellectual Property Royalty License Fee”:  A fee payable monthly to the CREFC® pursuant
to Section 3.4(c) which will accrue at the CREFC® Intellectual Property Royalty License Fee Rate, computed
on the basis of the same principal amount, in the same manner, and for the same Loan Interest Accrual Period respecting which
any related interest payment on the Trust Loan is computed, and will be prorated for partial periods.


 


“CREFC®
Intellectual Property Royalty License Fee Rate”:  With respect to the Trust Loan, 0.0005% 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®


 






    21 


     


    

 


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 and is reasonably acceptable
to the Servicer.


 


“CREFC®
Loan Level Reserve LOC Report”:  The monthly report substantially in the form of, and containing the information
called for in, the downloadable form of the “Loan Level Reserve LOC 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 recommended by the CREFC® for commercial mortgage securities transactions generally
and is reasonably acceptable to the Servicer.


 


“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 and is reasonably
acceptable to the Servicer and the Special Servicer.


 


“CREFC®
Loan Periodic Update File”:  The monthly report substantially in the form of, and containing the information
called for in, the downloadable form of the “Loan Periodic Update File” 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer, the Special Servicer and the Certificate Administrator.


 


“CREFC®
Loan Setup File”:  The report substantially in the form of, and containing the information called for in,
the downloadable form of the “Loan Setup File” 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable
to the Servicer, the Special Servicer and the Certificate Administrator.


 


“CREFC®
NOI Adjustment Worksheet”:  A report substantially in the form of, and containing the information called
for in, the downloadable form of the “NOI Adjustment Worksheet” 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is acceptable
to the Servicer or the Special Servicer, as applicable, and in any event, shall present the computations made in accordance with
the methodology described in such form to “normalize” the full year net operating income and debt service coverage
numbers used in the other reports required by this Agreement.


 


“CREFC®
Operating Statement Analysis Report”:  A report prepared with respect to each Property substantially in the
form of, and containing the information called for in, the downloadable form of the “Operating Statement Analysis Report”
available as of the Closing


 






    22 


     


    

 


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 recommended by the CREFC® for commercial mortgage securities transactions
generally and is reasonably acceptable to the Servicer.


 


“CREFC®
Property File”:  A report substantially in the form of, and containing the information called for in, the
downloadable form of the “Property File” 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
recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable
to the Servicer and the Special Servicer.


 


“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®
Reports”:  Collectively refers to the following files and reports as may be amended, updated or supplemented from
time to time as part of the CREFC® Investor Reporting Package (IRP):


 


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


 


(ii)           the
following 18 supplemental reports (and any other reports as may become adopted and promulgated by CREFC® as part of the CREFC®
Investor Reporting Package (IRP) from time to time): (i) CREFC® Comparative Financial Status Report, (ii) CREFC® Delinquent
Loan Status Report, (iii) CREFC® Historical Loan Modification and Corrected Loan Report, (iv) CREFC® Operating Statement
Analysis Report, (v) CREFC® NOI Adjustment Worksheet, (vi) CREFC® REO Status Report, (vii) CREFC® Servicer Watch List,
(viii) CREFC® Loan Level Reserve – LOC Report, (ix) CREFC® Advance Recovery Report, (x) CREFC® Total Loan Report,
(xi) CREFC® Appraisal Reduction Template, (xii) CREFC® Servicer Realized Loss Template, (xiii) CREFC® Reconciliation
of Funds Template, (xiv) CREFC® Historical Bond/Collateral Realized Loss Reconciliation Template, (xv) CREFC® Historical
Liquidation Loss Template, (xvi) CREFC® Interest Shortfall Reconciliation Template, (xvii) CREFC® Loan Liquidation Report,
and (xviii) CREFC® Loan Modification Report, as such reports may be amended, updated or supplemented from time
to time.


 


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


 






    23 


     


    

 


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 recommended by the CREFC® for commercial mortgage
securities transactions generally and is reasonably acceptable to the Servicer.


 


“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”:  For any Determination Date, a report substantially in the form of, and containing
the information called for in, the downloadable form of the “Servicer Watch List” available as of the Closing Date
on the CREFC® Website, or in such other final form for the presentation of such information and containing such
additional information as may from time to time be promulgated as recommended by the CREFC® for commercial mortgage
securities transactions generally and, insofar as it requires the presentation of information in addition to that called for by
the form of the “Servicer Watch List” available as of the Closing Date on the CREFC® Website, is reasonably
acceptable to the Servicer.


 


“CREFC®
Special Servicer Loan File”:  The monthly report substantially in the form of, and containing the information
called for in, the downloadable form of the “Special Servicer Loan File” 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer and the Special Servicer.


 


“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 Servicer.


 


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


 


“Current
Interest Distribution Amount”:  With respect to any Distribution Date, (x) for any Class of Regular Certificates,
the interest accruing during the related applicable Certificate Interest Accrual Period at the applicable Pass-Through Rate for
such Distribution Date on the outstanding Certificate Balance (or Notional Amount) of such Class as of the prior Distribution
Date (after giving effect to distributions of principal and allocations of Realized Losses on such prior Distribution Date) and
(y) any Uncertificated Lower-Tier Interest, interest accruing during the applicable Certificate Interest Accrual Period at the
applicable Pass-Through Rate for such Certificate Interest Accrual Period on the then outstanding Lower-Tier Principal Amount
of such Class as of the prior Distribution Date (after giving effect to distributions of principal and allocations of Realized
Losses on such prior Distribution Date).


 






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“Custodian”: 
U.S. Bank, National Association, in its capacity as Custodian, and its successors in interest, or any successor custodian appointed
as herein provided.


 


“Cut-off
Date”:  November 6, 2017.


 


“Default
Interest”:  The amount by which interest accrued on the Notes at their respective Default Rates exceeds the amount
of interest that would have accrued on the Notes at their respective Rates.


 


“Default
Rate”:  As defined in the Loan Agreement.


 


“Defaulted
Whole Loan”:  The Whole Loan (i) if it is delinquent at least 60 days in respect of its scheduled monthly payments
or delinquent in respect of its Balloon Payment, if any, in either case such delinquency to be determined without giving effect
to any grace period permitted by the Loan Documents and without regard to any acceleration of payments under the Loan Documents
or (ii) if the Servicer or Special Servicer has, by written notice to the Loan Borrower, accelerated the maturity of the indebtedness
evidenced by the Notes.


 


“Defect”: 
As defined in Section 2.9(a).


 


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


 


“Delivery
Date”:  As defined in Section 2.1(b).


 


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


 


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


 


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


 


“Determination
Date”:  The sixth (6th) day of each calendar month in which each Distribution Date occurs, commencing
in December 2017 or, if such sixth (6th) day is not a Business Day, the immediately succeeding Business Day.


 


“Directly
Operate”:  With respect to the Foreclosed 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 Foreclosed Property, the holding
of such Foreclosed Property primarily for sale to customers, the use of such Foreclosed Property in a trade or business conducted
by the Trust or the performance of any construction work on the Foreclosed Property, other than through an Independent Contractor;
provided, however, that Foreclosed Property shall not be considered to be Directly Operated solely because the Trustee
(or the Special Servicer on behalf of the Trust) establishes rental


 






    25 


     


    

 


terms,
chooses tenants, enters into or renews leases, deals with taxes and insurance or makes decisions as to repairs or capital expenditures
with respect to such Foreclosed Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).


 


“Disclosable
Special Servicer Fees”:  With respect to the Whole Loan or the Foreclosed Property, any (A) compensation and other
remuneration (including, without limitation, in the form of commissions, brokerage fees, rebates, and 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, the Loan Borrower, the Property Manager, any guarantor or indemnitor in respect of the Trust Loan
and any purchaser of the Whole Loan, the Trust Loan or the Foreclosed Property)) in connection with the disposition, workout or
foreclosure of the Whole Loan, the management or disposition of the Foreclosed Property, and the performance by the Special Servicer
or any such Affiliate of any other special servicing duties under this Agreement other than (i) Permitted Special Servicer/Affiliate
Fees and (ii) any special servicing compensation to which the Special Servicer is entitled under this Agreement in the form of
late payment charges, Default Interest, assumption fees, Modification Fees, consent fees, loan service transaction fees, beneficiary
statement fees, assumption application fees or other income earned on deposits in the Foreclosed Property Account to the extent
not reported in the CREFC® Reports and (B) any fee-sharing arrangement with any Certificateholder or other controlling
interest with respect to any special servicing duties under this Agreement; provided that any compensation and other remuneration
that the Servicer or Certificate Administrator is specifically permitted to receive pursuant to the terms of this Agreement in
connection with its respective capacity as a Servicer or Certificate Administrator shall not be Disclosable Special Servicer Fees.


 


“Discount
Rate”:  As defined in the Loan Agreement.


 


“Disqualified
Non-U.S. Person”:  With respect to a Class R Certificate, any Non-U.S. Person or agent thereof other than (i) a
Non-U.S. Person that holds such Class R Certificate in connection with the conduct of a trade or business within the United States
and has furnished the transferor and the Certificate Administrator with an effective IRS Form W-8ECI or other prescribed form
or (ii) a Non-U.S. Person that has delivered to both the transferor and the Certificate Administrator an Opinion of Counsel of
a nationally recognized tax counsel to the effect that the transfer of such Class R Certificate to it is in accordance with the
requirements of the Code and the regulations promulgated thereunder and that such transfer of such Class R Certificate will not
be disregarded for federal income tax purposes under Treasury Regulations Section 1.860G-3.


 


“Disqualified
Organization”:  Either (a) the United States, a State, or any political subdivision of a State, any possession
of the United States or any agency or instrumentality of any of the foregoing (other than an instrumentality that is a corporation
if all of its activities are subject to tax and, except for the FHLMC, a majority of its board of directors is not selected by
any such governmental unit), (b) a foreign government, International Organization or agency or instrumentality of either of the
foregoing, (c) an organization that is exempt from tax imposed by chapter 1 of the Code (including the tax imposed by 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


 






    26 


     


    

 


Section
521 of the Code), (d) rural electric and telephone cooperatives described in Section 1381(a)(2) of the Code or (e) any other Person
so designated by the Certificate Administrator based upon an Opinion of Counsel to the effect that any transfer of a Class R Certificate
to such Person may cause either Trust REMIC to be subject to a tax or to fail to qualify as a REMIC at any time that the Certificates
are outstanding. The terms “United States,” “State” and “International Organization” have
the meanings set forth in Section 7701 of the Code or successor provisions.


 


“Distribution
Account”:  The account established and maintained by the Certificate Administrator pursuant to Section 3.5.


 


“Distribution
Date”:  The fourth (4th) Business Day after each Determination Date, commencing in December 2017.


 


“Distribution
Date Statement”:  As defined in Section 4.4(a).


 


“Due
Diligence Service Provider”:  As defined in Section 3.21(c).


 


“Eligible
Account”:  A separate and identifiable account from all other funds held by the holding institution that is either
(a) an account or accounts maintained with a federal or state-chartered depository institution or trust company which complies
with the definition of Eligible Institution or (b) a segregated trust account or accounts maintained with a federal or state chartered
depository institution or trust company acting in its fiduciary capacity the long-term unsecured debt obligations of which are
rated at least (i) “BBB” by S&P and (ii) “A2” by Moody’s,, which, in the case of a state chartered
depository institution or trust company, is subject to regulations substantially similar to 12 C.F.R. §9.10(b), having in
either case a combined capital and surplus of at least $50,000,000.00 and subject to supervision or examination by federal or
state authority, as applicable. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.


 


“Eligible
Institution”:  (a) KeyBank, provided that (1) if funds are to be held for thirty (30) days or less, KeyBank’s
short-term unsecured debt obligations, commercial paper, or deposits are rated at least “A-2” by S&P and “P-2”
by Moody’s and (2) if funds are to be held for more than thirty (30) days, KeyBank’s long-term unsecured debt obligations,
commercial paper, or deposits are rated at least “BBB” by S&P and “A3” by Moody’s; (b) SunTrust
Bank, provided that (1) if funds are to be held for thirty (30) days or less, SunTrust Bank’s short-term unsecured
debt obligations, deposit accounts or commercial paper of SunTrust Bank are rated at least “A-2” by S&P and “P-2”
by Moody’s and (2) if funds are to be held for more than thirty (30) days, SunTrust Bank’s long-term unsecured debt
obligations or deposit accounts are rated at least “BBB” by S&P and “A3” by Moody’s; or (c)
a depository institution or trust company insured by the Federal Deposit Insurance Corporation, the short term unsecured debt
obligations or commercial paper of which are rated at least (i) “A-2” by S&P and (ii) “P-1” by Moody’s
and the long-term unsecured debt obligations of which are rated at least (i) “BBB” by S&P and (ii) “A2”
by Moody’s.


 


“Eligible
Operating Advisor”:  An institution (a) that is a special servicer or operating advisor on a commercial mortgage-backed
securities transaction rated by the Rating


 






    27 


     


    

 


Agency
(including, in the case of the Operating Advisor, this transaction) but has not been special servicer or operating advisor on
a transaction for which either Rating Agency has qualified, downgraded or withdrawn its rating or ratings of one or more classes
of certificates for such transaction and cited servicing concerns with the special servicer or operating advisor 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 2.8; (c) that is not (and is not a Risk Retention Affiliate of) the Depositor, the Trustee, the Certificate
Administrator, the Servicer, the Special Servicer, the Sponsor, any Borrower Related Party, the Controlling Class Representative,
or any of their respective Affiliates; (d) that has not been paid by the Special Servicer or successor special servicer any fees,
compensation or other remuneration (x) in respect of its obligations hereunder or (y) for the appointment of, or recommendation
for replacement of the Special Servicer by, a successor special servicer; (e) that (x) has been regularly engaged in the business
of analyzing and advising clients in commercial mortgage-backed securities matters and 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 Trust Loan 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.


 


“Environmental
Indemnity”:  As defined in the Loan Agreement.


 


“ERISA”: 
The Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.


 


“ERISA
Plan”:  As defined in Section 5.3(p).


 


“Euroclear”: 
As defined in Section 5.2(a).


 


“Excess
Liquidation Purchase Price”:  Without duplication, the sum of (i) the unpaid principal balance of the Whole Loan,
(ii) accrued and unpaid interest on the Notes at the applicable Note Rate (exclusive of the Default Rate), (iii) unreimbursed
Property Protection Advances and Administrative Advances with interest thereon, (iv) any unpaid interest accrued on any Monthly
Payment Advance or Companion Loan Advance made on any Note by a party to this Agreement or another pooling and servicing agreement
(or similar agreement) at the rate specified herein or therein, respectively, (v) any unpaid Trust Fund Expenses and (vi) any
other expenses reasonably incurred or expected to be incurred by the Servicer, the Special Servicer, the Certificate Administrator,
the Custodian or the Trustee arising out of the sale of the Foreclosed Property, including Liquidation Fees.


 


“Excess
Servicing Fees”:  With respect to the Whole Loan (and any successor Foreclosed Property with respect thereto),
that portion of the Servicing Fees that accrue at a per annum rate equal to the Servicing Fee Rate minus 0.0025%; provided
that such rate shall be subject to reduction at any time following any resignation of a Servicer pursuant to Section 6.4
(if no successor is appointed in accordance with Section 6.4) or any termination of a Servicer pursuant to Section
7.1 to the extent reasonably necessary (in the sole discretion of the Trustee)


 






    28 


     


    

 


for
the Trustee to appoint a qualified successor servicer (which successor may include the Trustee) that meets the requirements of
Section 7.2.


 


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


 


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


 


“FHLMC”: 
The Federal Home Loan Mortgage Corporation and its successors in interest.


 


“Final
Asset Status Report”:  An Asset Status Report that is labeled or otherwise communicated as being a “Final
Asset Status Report” and is in the process of being implemented by the Special Servicer in accordance with the terms of
this Agreement (as determined by the Special Servicer), together with such other data or supporting information provided by the
Special Servicer to the Controlling Class Representative which does not include any communication (other than the related asset
status report) between the Special Servicer and the Controlling Class Representative; provided that, so long as a Control Termination
Event has not occurred and is not continuing, no asset status report will be considered to be a Final Asset Status Report unless
the Controlling Class Representative has either finally approved of and consented to the actions proposed to be taken in connection
therewith, or has exhausted all of its rights of approval or consent or has been deemed to have approved or consented to such
action or the Asset Status Report is otherwise in the process of being implemented by the Special Servicer in accordance with
the terms of this Agreement.


 


“Fitch”: 
Fitch Ratings, Inc., and its successors-in-interest.


 


“FNMA”: 
The Federal National Mortgage Association and its successors in interest.


 


“Foreclosed
Property”:  Any portion of a Property, title to which has been acquired by the Special Servicer on behalf of the
Trust and the Companion Loan Holders through foreclosure, deed-in-lieu of foreclosure or otherwise in the name of the Trustee
or its nominee.


 


“Foreclosed
Property Account”:  As defined in Section 3.6.


 


“Foreclosure”: 
Any foreclosure, the taking of a deed-in-lieu of foreclosure, or the completion of any judicial or non-judicial foreclosure or
termination, cancellation or rescission of any such foreclosure of the Mortgages.


 


“Foreclosure
LLC”:  As defined in Section 3.14(a).


 


“Foreclosure
Proceeds”:  Proceeds, net of any related expenses of the Servicer, Special Servicer, the Certificate Administrator,
the Custodian and/or the Trustee, received in


 






    29 


     


    

 


respect
of the Foreclosed Property (including, without limitation, proceeds from the operation or rental of such Foreclosed Property)
prior to the final liquidation of the Foreclosed Property.


 


“Form
ABS Due Diligence-15E”:  The form certification of a Due Diligence Service Provider prescribed by Section 15E(s)(4)(B)
of the Exchange Act and Rule 17g-10 thereunder.


 


“Form
8-K Disclosure” The information described in the Form 8-K items set forth under the “Item on Form 8-K” column
on Exhibit W hereto.


 


“Global
Certificates”:  As defined in Section 5.2(b).


 


“Impermissible
Risk Retention Affiliate”:  As defined in Section 2.12


 


“Impermissible
Operating Advisor Affiliate”:  As defined in Section 2.12


 


“Impermissible
TPP Affiliate”:  As defined in Section 2.12.


 


“Independent”: 
When used with respect to any specified Person, such a Person who (i) does not have any direct financial interest or any material
indirect financial interest in the Depositor, the Loan Borrower, the Borrower Sponsor, any Companion Loan Holder, the Certificate
Administrator, the Trustee, the Custodian, the Controlling Class Representative, the Servicer, the Special Servicer or the Operating
Advisor or in any of their respective Affiliates and (ii) is not connected with the Depositor, the Loan Borrower, the Borrower
Sponsor, any Companion Loan Holder, the Certificate Administrator, the Trustee, the Servicer, the Special Servicer or the Operating
Advisor or any of their respective Affiliates as an officer, employee, promoter, underwriter, trustee, partner, director or person
performing similar functions.


 


“Independent
Appraiser”:  An Independent professional real estate appraiser who (i) is a member in good standing of the Appraisal
Institute, (ii) if the state in which the subject Property or Foreclosed Property is located certifies or licenses appraisers,
is certified or licensed in such state, and (iii) has a minimum of five (5) years’ experience in the appraisal of comparable
properties in the geographic area in which the subject Property is located.


 


“Independent
Contractor”:  Either (i) any Person (other than the Special Servicer or Servicer) that would be an “independent
contractor” with respect to the Lower-Tier REMIC or the Upper-Tier REMIC within the meaning of Section 856(d)(3) of the
Code if such Trust REMIC were a real estate investment trust (except that the ownership test set forth in that Section of the
Code shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates or
35% or more of the aggregate value of all Classes of Certificates or such other interest in the Certificates as is set forth in
an Opinion of Counsel, which shall, at no expense to the Trustee, the Certificate Administrator, the Special Servicer, the Servicer,
or the Trust Fund, be delivered to the Trustee, the Certificate Administrator, the Special Servicer or the Servicer on behalf
of the Trustee); provided that neither the Lower-Tier REMIC nor the Upper-Tier REMIC receives or derives any income from
such Person and the relationship between such Person and such Trust REMIC is at arm’s length, all within the meaning of
Treasury Regulations Section 1.856-4(b)(5), or (ii) any other Person (including the Special Servicer or the Servicer) if the Trustee,
the Certificate Administrator and Operating Advisor (or


 






    30 


     


    

 


the
Servicer or the Special Servicer on behalf of the Trustee) has received an Opinion of Counsel which shall, at no expense to the
Trustee, the Certificate Administrator, the Special Servicer, the Servicer (unless the Special Servicer or the Servicer is providing
the Opinion of Counsel with respect to itself), the Operating Advisor or the Trust, be to the effect that the taking of any action
in respect of the Foreclosed 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 Foreclosed Property to cease to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section
860D(a) of the Code), or cause any income realized in respect of such Foreclosed Property to fail to qualify as Rents from Real
Property.


 


“Initial
Purchaser”:  Credit Suisse Securities (USA) LLC and its successors-in-interest.


 


“Inquiries”: 
As defined in Section 4.5.


 


“Institutional
Accredited Investor”:  An institution that is an “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 are “accredited
investors” within the meaning of Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act.


 


“Insurance
Proceeds”:  (a) The portion of Net Proceeds paid as a result of a Casualty other than amounts to be applied to
the restoration, preservation or repair of the Property or to be released to the Loan Borrower each in accordance with the terms
of the Loan Agreement, or if not required to be so applied or so released under the terms of the Loan Agreement, Accepted Servicing
Practices and (b) amounts paid by any insurer pursuant to any insurance policy required to be maintained by the Servicer pursuant
to Section 3.11, to the extent related to this Agreement only.


 


“Interest
Distribution Amount”:  With respect to any Distribution Date for any Class of Regular Certificates or Uncertificated
Lower-Tier Interests, the sum of the Current Interest Distribution Amount for such Distribution Date and such Class of Certificates
or Uncertificated Lower-Tier Interests plus the aggregate unpaid Interest Shortfalls in respect of prior Distribution Dates for
such Class of Certificates or Uncertificated Lower-Tier Interests.


 


“Interest
Reserve Account”:  As defined in Section 3.4(d).


 


“Interest
Shortfall”:  With respect to any Distribution Date for any Class of Regular Certificates or Uncertificated Lower-Tier
Interests, the amount by which the Current Interest Distribution Amount for such Class of Certificates exceeds the portion of
such amount actually paid in respect of such Class of Certificates on such Distribution Date.


 


“Interested
Person”:  The Depositor, the Servicer, the Special Servicer, the Certificate Administrator, a holder of 50% or
more of the Controlling Class, the Controlling Class Representative (or any of its Affiliates), the Operating Advisor, the Loan
Borrower, any Companion Loan Holder, any Other Depositor, any master servicer, special servicer or trustee for an Other Securitization,
the Borrower Sponsor, the Property Manager, any mezzanine lender, any independent contractor engaged by the Special Servicer,
or any of their respective Affiliates.


 






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


 


“Investment
Account”:  As defined in Section 3.8(a).


 


“Investment
Decisions”:  Investment, trading, lending or other financial decisions, strategies or recommendations with respect
to Investments, whether on behalf of the Servicer, the Special Servicer or any of their respective Affiliates, as applicable,
or any Person on whose behalf the Servicer, the Special Servicer or any of their respective Affiliates has discretion in connection
with Investments.


 


“Investor
Certification”:  A certification representing that such Person executing the certificate is a Certificateholder,
a Companion Loan Holder, the Controlling Class Representative if the Controlling Class Representative is not a Certificateholder
(and no Control Termination Event or Consultation Termination Event is in effect), a Beneficial Owner, the Sponsor (in the event
it is required under the Loan Purchase Agreement to repurchase the Trust Loan or any other Note), or a prospective purchaser of
a Certificate (or any investment advisor or manager of the foregoing) and that (i) for purposes of obtaining certain information
and notices pursuant to this Agreement (including access to information and notices on the Certificate Administrator’s Website),
(A) (1) such Person is not a Borrower Related Party, a Property manager, a Borrower Sponsor, a Restricted Holder, an Affiliate
or any of the foregoing or an agent, principal, partner, member, joint venturer, limited partner, employee, representative, director,
trustee, advisor of or investor in or of any of the foregoing, in which case such Person shall have access to all the reports
and information made available to Privileged Persons pursuant to this Agreement or (2) such Person is a Borrower Related Party,
in which case such person shall be entitled to receive access to the Distribution Date Statements posted on the Certificate Administrator’s
Website, and (B) except in the case of a prospective purchaser of a Certificate, such person has received a copy of the final
Offering Circular, in the form of Exhibit BB-1 or Exhibit BB-2, as applicable, to this Agreement or in the form
of an electronic certification contained on the Certificate Administrator’s Website, and/or (ii) for purposes of exercising
Voting Rights (which shall not apply to a prospective purchaser of a Certificate), (A) such Person is not a Borrower Related Party,
(B) such Person is or is not the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Trustee or
an Affiliate of any of the foregoing, (C) such Person has received a copy of the final Offering Circular and (D) such Person agrees
to keep any Privileged Information confidential and will not violate any securities laws; provided that if such Person
is an Affiliate of the Depositor, the Servicer, the Special Servicer, the Trustee or the Certificate Administrator, such Person
certifies to the existence or non-existence of appropriate policies and procedures restricting the flow of information between
it and the Depositor, the Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as applicable; provided,
further, that a repurchasing Sponsor shall be entitled to receive any and all reports and have access to any and all information
that a Certificateholder would otherwise have under the terms of this Agreement. The Certificate Administrator may conclusively
rely on any duly submitted Investor Certification and may require that Investor Certifications be resubmitted from time to time
in accordance with its policies and procedures.


 






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“KeyBank”: 
KeyBank National Association, and its successors-in-interest.


 


“Liquidated
Property”:  The Property, if it has been liquidated and the Special Servicer has determined that all amounts which
it expects to recover from or on account of the Property has been recovered.


 


“Liquidation
Expenses”:  Reasonable and customary expenses (other than expenses covered by any insurance policy) incurred by
the Servicer, the Special Servicer, the Certificate Administrator, the Custodian or the Trustee in connection with the liquidation
of the Whole Loan or Property (or portions thereof), such expenses including, without limitation, legal fees and expenses, appraisal
fees, brokerage fees and commissions, conveyance taxes and trustee and co-trustee fees, if any. Liquidation Expenses shall not
include any previously incurred expenses which have been previously reimbursed to the party incurring the same or which were netted
against income from the Foreclosed Property and were considered in the calculation of the amount of Foreclosure Proceeds pursuant
to the definition thereof.


 


“Liquidation
Fee”:  A fee payable to the Special Servicer with respect to the Liquidated Property or the liquidation of the
Whole Loan or any portion thereof or the Notes pursuant to Section 3.17 as to which the Special Servicer receives any Liquidation
Proceeds, equal to the product of the Liquidation Fee Rate and the Net Liquidation Proceeds related to such Liquidated Property,
Whole Loan or portion thereof or Notes.


 


“Liquidation
Fee Rate”:  A rate equal to 0.50%.


 


“Liquidation
Proceeds”:  Amounts (other than Insurance Proceeds and Condemnation Proceeds) received by the Special Servicer
and/or Certificate Administrator in connection with the liquidation of the Whole Loan, the Trust Loan, the Companion Loan or the
Property, whether through judicial foreclosure, sale or otherwise, or in connection with the sale, discounted payoff or other
liquidation of the Whole Loan, the Trust Loan, the Companion Loan (other than amounts required to be paid to the Loan Borrower
pursuant to law or the terms of the Loan Agreement) including the proceeds of any full, partial or discounted payoff of the Whole
Loan, the Trust Loan or the Companion Loan (exclusive of any portion of such payoff or proceeds that represents Default Interest
or late payment charges).


 


“Loan
Agreement”:  As defined in the Introductory Statement.


 


“Loan
Borrower”:  As defined in the Introductory Statement.


 


“Loan
Borrower Reimbursable Trust Fund Expenses”:  Any amounts payable or reimbursable from the Loan Borrower pursuant
to Section 17.6 of the Loan Agreement.


 


“Loan
Documents”:  All documents executed or delivered by the Loan Borrower or any other party evidencing or securing
the Whole Loan and any amendment thereof or thereafter or subsequently added to the Mortgage File, including without limitation
the Loan Agreement.


 


“Loan
Event of Default”:  An Event of Default as defined under the Loan Documents.





 






    33 


     


    

 


“Loan
Interest Accrual Period”:  “Interest Accrual Period” as defined in the Loan Agreement.


 


“Loan
Lender”:  Lender as defined in the Loan Agreement.


 


“Loan
Payment Date”:  “Payment Date” as defined in the Loan Agreement.


 


“Loan
Purchase Agreement”:  The Trust Loan Purchase and Sale Agreement, dated as of November 6, 2017, by and between
the Sponsor and the Depositor.


 


“Lockbox
Agreement”:  “Deposit Account Control Agreement” as defined in the Loan Agreement.


 


“Lower-Tier
Distribution Account”:  A subaccount of the Distribution Account, which shall be an asset of the Trust Fund and
the Lower-Tier REMIC.


 


“Lower-Tier
Distribution Amount”:  As defined in Section 4.1(b).


 


“Lower-Tier
Principal Amount”:  With respect to any Class of Uncertificated Lower-Tier 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 Introductory
Statement to this Agreement, and (ii) as of any date of determination after the first Distribution Date an amount equal to the
Certificate Balance of the Class of Related Certificates on the preceding Distribution Date (after giving effect to distribution
of principal and allocation of Realized Losses).


 


“Lower-Tier
REMIC”:  One of two separate Trust REMICs comprising the Trust Fund, the assets of which consist of all of the
assets of the Trust Fund other than the assets of the Upper-Tier REMIC and any Threshold Event Collateral.


 


“MAI
Standards”:  Standards of Professional Appraisal Practice established for Members of the Appraisal Institute.


 


“Major
Decision”:  Any of the following:


 


(i)           any
release of collateral (excluding letters of credit) or any acceptance of substitute or additional collateral for the Whole Loan
or any consent to either of the foregoing, other than if required pursuant to the specific terms of the Whole Loan and for which
there is no material Loan Lender discretion;


 


(ii)           any
determination not to enforce a “due-on-sale” or “due-on-encumbrance” clause (unless such clause is not
exercisable under applicable law or such exercise is reasonably likely to result in successful legal action by the Loan Borrower);


 


(iii)           any
transfer of the Property or any portion of the Property, or any transfer of any direct or indirect ownership interest in the Loan
Borrower to the extent the Loan Lender’s consent is required under the Loan Documents, except in each case as expressly
permitted by the Loan Documents and for which there is no material Loan Lender discretion or in connection with a pending or threatened
condemnation;


 






    34 


     


    

 


(iv)          any
consent to incurrence of additional debt by the Loan Borrower or mezzanine debt by a direct or indirect parent of the Loan Borrower,
including any approval of the terms of any document evidencing or securing any such additional debt and of any intercreditor or
subordination agreement executed in connection therewith and any waiver of or amendment or modification to the terms of any such
document or agreement, in each case to the extent the Loan Lender’s approval is required by the Loan Documents;


 


(v)           any
sale of the Whole Loan (other than in connection with the termination of the Trust) if it becomes a Defaulted Whole Loan for less
than the applicable Repurchase Price;


 


(vi)          any
determination to bring a Foreclosed Property into compliance with applicable environmental laws or to otherwise address hazardous
material located at a Foreclosed Property;


 


(vii)         any
proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of a Foreclosed Property) of the
ownership of properties securing the Whole Loan as come into and continue in default or any exercise of remedies against the Loan
Borrower or any of its affiliates following an event of default with respect to the Whole Loan;


 


(viii)        any
modification, consent to a modification or waiver of any monetary term (other than any late fees, penalty charges and default
interest, but including, without limitation, the timing of payments and acceptance of discounted payoffs), or material non-monetary
term of the Whole Loan or any extension of the Stated Maturity Date of the Whole Loan other than an extension of the Stated Maturity
Date of the Whole Loan pursuant to the extension option;


 


(ix)          any
property manager changes or modifications, waivers or amendments to any management agreement (in each case, which the Loan Lender
is required to consent to or approve under the Loan Documents);


 


(x)           releases
of any escrow accounts, reserve accounts or letters of credit held as performance escrows or reserves, other than those required
pursuant to the specific terms of the Whole Loan and for which there is no material Loan Lender discretion;


 


(xi)          any
acceptance of an assumption agreement or any other agreement permitting transfers of interests in the Loan Borrower or the guarantor
releasing the Loan Borrower or the guarantor from liability under the Whole Loan other than pursuant to the specific terms of
the Whole Loan and for which there is no material Loan Lender discretion;


 


(xii)         any
determination of an Acceptable Insurance Default;


 


(xiii)        any
material modification, waiver or amendment of any intercreditor agreement, co-lender agreement, participation agreement or similar
agreement with any


 






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mezzanine
lender or subordinate debt holder related to the Whole Loan, or an action to enforce rights with respect thereto;


 


(xiv)        any
approval, modification or amendment or any request for a subordination, non-disturbance and attornment agreement or similar agreement,
in each case with respect to any lease that (a) individually or, when aggregated with other leases at the Property with the same
tenant or an affiliate thereof, demises 25,000 square feet or more of the Property’s gross leasable area or (b) is a Major
Lease; and


 


(xv)         the
determination by the Special Servicer pursuant to clause (vii) or clause (viii) of the definition of “Special Servicing
Loan Event”.


 


“Major
Decision Reporting Package”:  As defined in Section 6.5(a).


 


“Major
Lease”:  As defined in the Loan Agreement.


 


“Material
Breach”:  As defined in Section 2.9(a).


 


“Material
Document Defect”:  As defined in Section 2.9(a).


 


“Modification
Fees”:  With respect to the Whole Loan, any and all fees collected from the Loan Borrower with respect to a modification,
extension, waiver or amendment that modifies, extends, amends or waives any term of the Loan Documents agreed to by the Servicer
or the Special Servicer, other than (a) any assumption fees, consent fees, defeasance fees or assumption application fees and
(b) Special Servicing Fees, Work-out Fees and Liquidation Fees.


 


“Monthly
Payment”:  (i) With respect to the Whole Loan and any Distribution Date, the scheduled payment of principal (if
any) and interest on the Whole Loan pursuant to the Loan Agreement, including the Balloon Payment, as applicable, in each case
that is due and payable on the immediately preceding Loan Payment Date, (ii) with respect to the Trust Loan and any Distribution
Date, the scheduled payment of principal (if any) and interest on the Trust Loan pursuant to the Loan Agreement, including the
Balloon Payment, as applicable, in each case that is due and payable on the immediately preceding Loan Payment Date and (iii)
with respect to any Note and any Distribution Date, the scheduled payment of principal (if any) and interest on such Note pursuant
to the Loan Agreement and the related Balloon Payment, in each case that is due and payable on the immediately preceding Loan
Payment Date.


 


“Monthly
Payment Advance”:  Any advance made by the Servicer or the Trustee pursuant to Section 3.23(a) or (c)
as applicable. Each reference to the reimbursement or payment of a Monthly Payment Advance shall be deemed to include, whether
or not specifically referred to, payment or reimbursement of interest thereon at the Advance Rate through the date of payment
or reimbursement.


 


“Moody’s”: 
Moody’s Investors Service, Inc. or 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 designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator,
the Servicer, the Special Servicer and the Operating Advisor and specific ratings


 






    36 


     


    

 


of
Moody’s herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.


 


“Mortgage”: 
As defined in the Loan Agreement.


 


“Mortgage
File”:  As defined in Section 2.1(b), and any additional documents required to be added to the Mortgage
File pursuant to this Agreement.


 


“Net
Foreclosure Proceeds”:  With respect to the Foreclosed Property, the Foreclosure Proceeds with respect to such
Foreclosed Property net of any insurance premiums, taxes, assessments, ground rents and other costs permitted to be paid therefrom
pursuant to Section 3.14.


 


“Net
Liquidation Proceeds”:  The excess of Liquidation Proceeds received with respect to a Property or the Whole Loan,
as the case may be, over the amount of Liquidation Expenses incurred with respect thereto.


 


“Net
Proceeds”:  As defined in the Loan Agreement.


 


“Net
Trust Loan Rate”:  With respect to any Distribution Date and the Trust Loan, the annualized rate at which interest
would have to accrue in respect of the Trust Loan on the basis of a 360-day year consisting of twelve 30-day months in the Loan
Interest Accrual Period preceding the Loan Payment Date that precedes such Distribution Date in order to produce the aggregate
amount of interest (net of interest at the Servicing Fee Rate, the CREFC® Intellectual Property Royalty License
Fee Rate, the Operating Advisor Fee Rate and the Certificate Administrator Fee Rate and exclusive of Default Interest) that actually
accrues on the Trust Loan during such Loan Interest Accrual Period; provided, that any modification that changes the Net Trust
Loan Rate shall be disregarded for purposes of calculating the Pass-Through Rates for the corresponding Class(es) of Certificates;
provided, further, that (i) the Net Trust Loan Rate for the Loan Interest Accrual Period preceding the Loan Payment
Dates in (a) January and February in each year that is not a leap year or (b) in February only in each year that is a leap year
(unless in the case of either (a) or (b) the related Distribution Date is the final Distribution Date), shall be the annualized
rate at which interest would have to accrue on the basis of a 360-day year consisting of twelve 30-day months in order to produce
the aggregate amount of interest (net of interest at the Servicing Fee Rate, the CREFC® Intellectual Property Royalty
License Fee Rate, the Operating Advisor Fee Rate and the Certificate Administrator Fee Rate and exclusive of Default Interest)
actually accrued on the Trust Loan during such Loan Interest Accrual Period, minus the applicable Withheld Amount and (ii) the
Net Trust Loan Rate for the Loan Interest Accrual Period preceding the Loan Payment Date in March (or February, if the related
Distribution Date is the final Distribution Date), shall be the annualized rate at which interest would have to accrue on the
basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of interest (net of interest
at the Servicing Fee Rate, the CREFC® Intellectual Property Royalty License Fee Rate, the Operating Advisor Fee
Rate and the Certificate Administrator Fee Rate and exclusive of Default Interest) actually accrued on the Trust Loan during such
Loan Interest Accrual Period, plus the applicable Withheld Amounts.


 






    37 


     


    

 


“New
Lease”:  Any lease with respect to the Foreclosed 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.


 


“Nondisqualification
Opinion”:  An Opinion of Counsel, prepared at the Trust’s expense and payable from the Collection Account,
to the effect that a contemplated action will not result in an Adverse REMIC Event.


 


“Nonrecoverable
Advance”:  Any Advance or portion of an Advance previously made and not previously reimbursed, or proposed to be
made, including interest on such Advance, which, the Servicer, the Special Servicer or the Trustee determines in accordance with
Accepted Servicing Practices (in the case of the Servicer or the Special Servicer) or reasonable business judgment (in the case
of the Trustee) would not be ultimately recoverable from subsequent payments or collections (including Foreclosure Proceeds, Liquidation
Proceeds, Condemnation Proceeds and Insurance Proceeds) in respect of the Trust Loan or Whole Loan, as applicable, or the Property
or from funds on deposit in the Collection Account pursuant to Section 3.4(c). The Trustee will be entitled to rely conclusively
on the Servicer’s determination that an Advance is a Nonrecoverable Advance, and the Servicer will be entitled to rely conclusively
on the Special Servicer’s determination that an Advance is a Nonrecoverable Advance.


 


“Non-Reduced
Certificates”:  As of any date of determination, any Class of Sequential Pay Certificates then outstanding for
which (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 Certificateholders 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 Certificateholders of such Class of Certificates.


 


“Non-Book
Entry Certificates”:  As defined in Section 5.2(c).


 


“Non-U.S.
Beneficial Ownership Certification”:  As defined in Section 5.3(f).


 


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


 


“Notes”: 
As defined in the Introductory Statement.


 


“Notional
Amount”:  With respect to (i) the Class X-A Certificates, an amount equal to the Certificate Balance of the Class
A, Certificates, as reduced by the amount of Realized Losses allocated to the Class A Certificates, pursuant to Section 4.1(g)
and (ii) the Class X-B Certificates, an amount equal to the aggregate Certificate Balance of the Class B and Class C Certificates,
as reduced by the aggregate amount of Realized Losses allocated to the Class B Certificates and Class C Certificates, pursuant
to Section 4.1(g). 


 



    38 


     


    

 


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


 


“NRSRO
Certification”:  A certification executed by an NRSRO in favor of the 17g-5 Information Provider substantially
in the form attached hereto as Exhibit M, which may be provided electronically by means of a “click-through”
confirmation on the 17g-5 Information Provider’s Website, stating that such certifying party is the Rating Agency under
this Agreement or that such certifying party has provided the Depositor with the appropriate certifications under Exchange Act
Rule 17g-5(e), has access to the 17g-5 Information Provider’s Website and that any confidentiality agreement applicable
to such certifying party with respect to the information obtained from the 17g-5 Information Provider’s Website shall also
be applicable to information obtained from the 17g-5 Information Provider’s Website and the Certificate Administrator’s
Website.


 


“Offering
Circular”:  That certain Confidential Offering Circular, dated November 6, 2017, relating to the offering of the
Certificates.


 


“Officer’s
Certificate”:  A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President
or a Vice President (however denominated), the Treasurer, the Secretary, one of the Assistant Treasurers or Assistant Secretaries,
any Servicing Officer, Responsible Officer or other officer of the Servicer, the Special Servicer, the Depositor, the Sponsor
or any other entity referred to herein, as the case may be, customarily performing functions similar to those performed by any
of the above designated officers and also with respect to a particular matter, any other officer to whom such matter is referred
because of such officer’s knowledge of and familiarity with the particular subject.


 


“Operating
Advisor”:  Park Bridge Lender Services LLC, a New York 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 3.29(c).


 


“Operating
Advisor Consultation Event”:  The event that occurs when (i) the Class HRR Certificates have a Certificate Balance
(as notionally reduced by any Appraisal Reduction Amounts allocable to such Class in accordance with Section 3.7(a) of
this Agreement) equal to or less than 25% of the Initial Certificate Balance of such Class or (ii) a Control Termination Event
has occurred and is continuing.


 


“Operating
Advisor Consulting Fee”:  A fee with respect to each Asset Status Report and Major Decision in respect of which
the Operating Advisor has consultation obligations and performed its duties with respect to such Asset Status Report or Major
Decision equal to $10,000 (or such lesser amount as the Loan Borrower agrees to pay), payable pursuant to Section 3.4 of
this Agreement; provided, however, that the Operating Advisor may in its sole discretion reduce the Operating Advisor
Consulting Fee with respect to any Asset Status Report or Major Decision; provided, further, that the Servicer or
Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the Loan Borrower
if it determines that such full or partial waiver is in accordance with Accepted


 






    39 


     


    

 


Servicing
Practices (provided that the 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), but may in no event take any enforcement action with respect to
the collection of such Operating Advisor Consulting Fee other than requests for collection.


 


“Operating
Advisor Expenses”:  With respect to any Distribution Date, an amount equal to any unreimbursed indemnification
amounts or 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 the Trust Loan, the fee payable to the Operating Advisor pursuant to Section
3.29(h).


 


“Operating
Advisor Fee Rate”:  With respect to each Certificate Interest Accrual Period related to any applicable Distribution
Date, a per annum rate of 0.00434%.


 


“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 (as a collective whole as if such Certificateholders constituted
a single lender), and not for any particular class of Certificateholders, as determined by the Operating Advisor in the exercise
of its good faith and reasonable judgment, but without regard to any conflict of interest arising from any relationship that the
Operating Advisor or any of its Affiliates may have with the Loan Borrower, any manager of the Property, the Borrower Sponsor,
the Sponsor, the Depositor, the Servicer, the Special Servicer, the Controlling Class Representative or any of their respective
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:


 


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


 


(c)           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 in writing to the Operating Advisor by any party to this Agreement;


 






    40 


     


    

 


(d)           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;


 


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


 


(f)            the
Operating Advisor consents to the appointment of a conservator, receiver, 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


 


(g)           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 (which counsel, in the case of any such opinion of counsel relating to the taxation
of the Trust Fund or any portion thereof or the status of each Trust REMIC as a REMIC for taxation purposes, shall be Independent
of the Depositor, the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee), who
may, without limitation, be counsel for the Depositor, the Servicer, the Special Servicer, the Operating Advisor or the Trustee,
reasonably acceptable to the Certificate Administrator or the Trustee, as applicable.


 


“Original Lower-Tier
Principal Amount”: With respect to any Class of Uncertificated Lower-Tier Interests, the initial Lower-Tier Principal
Amount thereof as of the Closing Date, in each case as specified in the Introductory Statement to this Agreement.


 


“Origination
Date”: means October 26, 2017.


 


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


 


“Other Exchange
Act Reporting Party”: With respect to any Other Securitization Trust that is subject to the reporting requirements of
the Exchange Act, the trustee, certificate administrator, master servicer, special servicer or depositor under the related Other
Pooling and Servicing Agreement that is responsible for the preparation and/or filing of Form 8-K, Form 10-D and/or Form 10-K with
respect to such Other Securitization Trust, as identified in writing to the parties to this Agreement; and, with respect to any
Other Securitization Trust that is not subject to the reporting requirements of the Exchange Act and for the purposes of Section
11.7, Section 11.8, Section 11.9 and Section 11.16 only, the trustee, certificate administrator, master


 



    41 


     


    

 


servicer, special servicer or depositor under the related Other Pooling and Servicing Agreement that is responsible for the preparation
and/or dissemination of periodic distribution date statements or similar reports, as identified in writing to the parties to this
Agreement.


 


“Other Pooling
and Servicing Agreement”: The pooling and servicing agreement or other comparable agreement governing the creation of
any Other Securitization Trust and the issuance of securities backed by the assets of such Other Securitization Trust.


 


“Other Securitization
Trust”: Any “issuing entity” (within the meaning of Item 1101(f) of Regulation AB) that holds the Companion
Loan (or any portion thereof or interest therein), as identified in writing to the parties to this Agreement.


 


“Par Price”:
Without duplication the sum of (i) the outstanding principal balances of the A Notes and the B Note, (ii) the accrued and unpaid
interest on the outstanding principal balance of the A Notes and the B Note at the related Note Rate, up to (but excluding) the
date of purchase and if such date of purchase is not a Payment Date, up to (but excluding) the Payment Date next succeeding the
date of purchase, provided that payment is made in good funds by 3:00 p.m. New York local time, (iii) any Property Protection Advances
that have not been reimbursed from collections on the Loan and the related Advance Interest amount, (iv) any interest accrued on
any Monthly Payment Advance made on any A Note or B Note by a party to this Agreement or another pooling and servicing agreement
at the rate specified in the related servicing agreement, (v) any accrued and unpaid Servicing Fees, Special Servicing Fees, Work-out
Fees, Liquidation Fees and additional servicing compensation, and (vi) any unreimbursed Costs (as defined in the Co-Lender Agreement)
incurred by any A Note holder or B Note holder or any party acting on such holder’s behalf (which are not included in the
preceding clauses of this definition).


 


“Pass-Through
Rate”: With respect to each Class of Regular Certificates, the per annum rate at which interest accrues on the
Certificate Balance or Notional Amount, as applicable, of such Class as set forth in Section 5.1(a), and for each Uncertificated
Lower-Tier Interest, the Net Trust Loan Rate, being, in each case, the rate at which interest accrues on the Certificate Balance,
Notional Amount or Lower-Tier Principal Amount, as applicable, of such Class as set forth in the Introductory Statement to this
Agreement.


 


“Percentage
Interest”: As to any Certificate, the percentage interest evidenced thereby in distributions required to be made with
respect to the related Class. With respect to any Regular Certificate, such “percentage interest” is equal to the Initial
Certificate Balance or Notional Amount, as applicable, of such Certificate divided by the Initial Certificate Balance or Notional
Amount, as applicable, of all of the Certificates of the related Class. With respect to the Class R Certificates, the percentage
specified on the Certificate held by the Holder of such Certificate.


 


“Performing
Party”: As defined in Section 11.12.


 


“Permitted Encumbrances”:
As defined in the Loan Agreement.


 


“Permitted Investments”:
Any one or more of the following obligations or securities acquired at a purchase price of not greater than par, payable on demand
or having a


 



    42 


     


    

 


maturity date not later than the Business Day immediately prior to the first Loan Payment Date following the date of
acquiring such investment and meeting one of the appropriate standards set forth below:


 


(i)           direct
obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America,
FNMA, FHLMC 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
the Rating Agency to any Certificate 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, FHLMC debt obligations,
and FNMA debt obligations rated at least “A-1” by S&P, if such obligations mature in 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, demand unsecured certificates of deposit, or bankers’ acceptances with maturities of not more than 365 days that
are issued or held by any depository institution or trust company (including the Certificate Administrator) 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 that (A) in the case of such investments with maturities of 30 days or less, the short term obligations of
which are rated at least “A-1” by S&P and the long term obligations of which are rated at least “AA-”
by S&P, (B) 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 in the highest short term rating category by S&P (or “A-1” by S&P, if the obligations
mature within 60 days) and the long term obligations of which are rated at least “AA-” by S&P, (C) 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 in the highest short term rating category by S&P and the long term obligations of which are rated at least “AA-”
by S&P and (D) in the case of such investments with maturities of more than six months, the short term obligations of which
are rated in the highest short term rating category by S&P and the long term obligations of which are rated at least “AA-”
by S&P (or, in each case, if permitted by the Whole Loan, if not rated by S&P, otherwise acceptable to S&P, as confirmed
in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current
ratings assigned to the Certificates);


 


(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


 



    43 


     


    

 


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, that (A) in the case of such investments
with maturities of 30 days or less, the short term obligations of which are rated in the highest short term rating category by
S&P or the long term obligations of which are rated at least “AA-” by S&P, (B) 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 in the highest short
term rating category by S&P and the long term obligations of which are rated at least “AA-” by S&P, (C) in
the case of such investments with maturities of six months or less, but more than three months, the long term obligations of which
are rated at least “AA-” by S&P, and (D) in the case of such investments with maturities of more than six months,
the long term obligations of which are rated “AA-” by S&P (or, in each case, if permitted by the Whole Loan, if
not rated by S&P, otherwise acceptable to S&P as confirmed in writing that such investment would not, in and of itself,
result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates); provided,
however, that securities issued by any particular corporation shall not be Permitted Investments to the extent that investment
therein shall cause the then-outstanding principal amount of securities issued by such corporation and held in the accounts established
hereunder to exceed 10% of the sum of the aggregate principal balance and the aggregate principal amount of all Permitted Investments
in such accounts;


 


(v)           commercial
paper (including both non-interest-bearing discount obligations and interest-bearing obligations) payable on demand or on a specified
date maturing in one year or less after the date of issuance thereof and that (i) is rated in the highest applicable rating category
of S&P or (ii) has such other ratings as confirmed in a Rating Agency Confirmation;;


 


(vi)          any
money market fund that (a) has substantially all of its assets invested continuously in the types of investments referred to in
clause (i) above, (b) has net assets of not less than $5,000,000,000, and (c) has a rating of “AAAm” from S&P;


 


(vii)         units
of money market funds (including those managed or advised by the Trustee or its Affiliates) that maintain a constant net asset
value, such as the Wells Fargo Money Market Funds, provided that such units of money market funds are rated “AAAm”
by S&P and in the highest applicable rating category by S&P; and


 


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


 


Notwithstanding the foregoing,
“Permitted Investments” (i) shall be limited to investments that have 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;


 



    44 


     


    

 


(ii) shall be limited to those instruments that have a predetermined fixed dollar of principal due at maturity that cannot vary
or change; and (iii) shall exclude any investment where the right to receive principal and interest derived from the underlying
investment provides a yield to maturity in excess of 120% of the yield to maturity at par of such underlying investment. Interest
may either be fixed or variable, and any variable interest must be tied to a single interest rate index plus a single fixed spread
(if any), and move proportionately with that index; and provided, that each Permitted Investment qualifies as a “cashflow
investment” pursuant to Section 860G(a)(6) of the Code and no amount beneficially owned by the Upper-Tier REMIC or the Lower-Tier
REMIC (even if not yet deposited in the Trust) may be invested in investments (other than money market funds) treated as equity
interests for federal income tax purposes, unless the Servicer receives an Opinion of Counsel, at its own expense, to the effect
that such investment will not adversely affect the status of the Upper-Tier REMIC or the Lower-Tier REMIC. No investment shall
be made that requires a payment above par for an obligation if the obligation may be prepaid at the option of the issuer thereof
prior to its maturity. All investments shall mature or be redeemable upon the option of the holder thereof on or prior to the earlier
of (x) three months from the date of their purchase and (y) 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 or insurance
commissions or 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 the Whole Loan, subject to Section 3.17 of this Agreement.


 


“Permitted Transferee”:
Any Person or agent of such Person other than (a) a Disqualified Organization, (b) any other Person so designated by the Certificate
Registrar who is unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person requesting the transfer)
to the effect that the transfer of an ownership interest in any Class R Certificate to such Person would not cause either Trust
REMIC to fail to qualify as a Trust REMIC at any time that the Certificates are outstanding, (c) a Disqualified Non-U.S. 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. Person or (e) a U.S. Person with respect to whom income from
the Class R Certificate is attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable
income tax treaty, of the transferee or any other U.S. Person.


 


“Person”:
Any individual, corporation, limited liability company, partnership, joint venture, estate, trust, unincorporated association,
any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such
capacity on behalf of any of the foregoing.


 


“Plan Fiduciary”:
As defined in Section 5.3(p).


 


“Prepayment
Charge”: Any Yield Maintenance.


 


“Prime Rate”:
The “prime rate” published in The Wall Street Journal. If The Wall Street Journal ceases to publish the
“prime rate”, then the Servicer shall select an


 



    45 


     


    

 


equivalent publication that publishes such “prime rate”,
and if such “prime rate” is no longer generally published or is limited, regulated or administered by a governmental
or quasi-governmental body, then the Servicer shall reasonably select a comparable interest rate index.


 


“Principal Distribution
Amount”: For each Distribution Date and any Class of Sequential Pay Certificates, the sum of (i) the Regular Principal
Distribution Amount for such Distribution Date and such Class and (ii) the aggregate Principal Shortfalls in respect of prior Distribution
Dates for such Class of Certificates.


 


“Principal Shortfall”:
For each Distribution Date and any Class of Sequential Pay Certificates, the amount by which the Regular Principal Distribution
Amount for such Class exceeds the amount actually distributed to such Class in respect of principal on such Distribution Date.


 


“Privileged
Information”: Any (i) correspondence or other communications between the Controlling Class Representative and the Special
Servicer related to a Specially Serviced Loan or the exercise of the consent or consultation rights of the Controlling Class Representative
under this Agreement, (ii) strategically sensitive information that the Special Servicer has reasonably determined (and has identified
as privileged or confidential information) could compromise the Trust Fund’s position in any ongoing or future negotiations
with the Loan Borrower or other interested party, and (iii) information subject to attorney client privilege.


 


“Privileged
Information Exception”: With respect to any Privileged Information, at any time (a) such Privileged Information becomes
generally available and known to the public other than as a result of a disclosure directly or indirectly by the party restricted
from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable and necessary for
the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors, 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 Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, as evidenced by written advice of counsel (which
will be an additional expense of the Trust) delivered to each of the Servicer, the Special Servicer, the Controlling Class Representative,
the Operating Advisor, the Certificate Administrator and the Trustee), required by law, rule, regulation, order, judgment or decree
to disclose such Privileged Information.


 


“Privileged
Person”: The Depositor, the Initial Purchaser, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Custodian, the Operating Advisor, the Sponsor, a designee of the Depositor, each Companion Loan Holder, any NRSRO that provides
the 17g-5 Information Provider with an NRSRO Certification, and any Person that provides the Certificate Administrator with an
Investor Certification in the form of Exhibit BB-1, which Investor Certification may be submitted electronically via the
Certificate Administrator’s Website; provided that in no event shall a Borrower Related Party be considered a Privileged
Person. However, such Borrower Related Party shall be entitled to receive access to the Distribution Date Statements posted on
the Certificate Administrator’s Website. The provisions herein shall not limit the Servicer’s or the Special Servicer’s
ability to make accessible certain information regarding the Trust Loan at a website maintained by the Servicer or the Special


 



    46 


     


    

 


Servicer. None of the Servicer, the Special Servicer or the Certificate Administrator shall be liable for any communication to
the Controlling Class Representative or Controlling Class Certificateholder or disclosure of information if the Servicer, the Special
Servicer or the Certificate Administrator, as applicable, did not receive prior written notice that the Controlling Class Representative
or Controlling Class Certificateholder is a Borrower Related Party. Each of the Servicer, the Special Servicer and the Certificate
Administrator shall be entitled to conclusively rely on any written notice from the Controlling Class Representative or Controlling
Class Certificateholder that it is or is no longer a Borrower Related Party.


 


“Property”:
As defined in the Loan Agreement.


 


“Property Protection
Advances”: As defined in Section 3.23(b).


 


“Property Manager”:
The “Manager” as defined in the Loan Agreement.


 


“QIB”:
A “qualified institutional buyer” within the meaning of Rule 144A.


 


“Qualified Bidder”:
As defined in Section 7.2(b).


 


“Qualified Insurer
Rating”: With respect to an insurer, (a) if such insurer has a claims paying ability that is rated at least equal to
(i) “A-” by S&P, (ii) “A-” by Fitch, (iii) “A3” by Moody’s, (iv) “A-VIII”
by A.M. Best, (v) “A(low)” by DBRS, Inc. or (vi) “A-”or its equivalent by Kroll Bond Rating Agency, Inc.
or (b) in any case, such other rating acceptable to the Rating Agency as evidenced by a Rating Agency Confirmation.


 


“Qualified Replacement
Special Servicer”: A replacement Special Servicer (i) that is a Qualified Servicer, (ii) that is not the Operating Advisor
or an affiliate of the Operating Advisor, (iii) that 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, or (y) for the appointment of the successor Special Servicer
or the recommendation by the Operating Advisor for the replacement Special Servicer to become the Special Servicer, (iv) that 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) that is not
entitled to receive any fee from the Operating Advisor for its appointment as successor Special Servicer, in each case, unless
expressly approved by 100% of the Certificateholders, and (vi) that is listed on S&P’s Select Servicer List as a U.S.
Commercial Mortgage Special Servicer.


 


“Qualified Servicer”:
With respect to the applicable replacement Servicer or Special Servicer and the non-responding Rating Agency pursuant to Section
3.26 hereof, the applicable replacement 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.


 


“Rated Final
Distribution Date”: The Distribution Date occurring in November 2032.


 


“Rating Agency”:
S&P.


 






    47 


     


    

 


“Rating Agency
Confirmation”: With respect to any matter, confirmation in writing (which may be in the form of electronic mail, facsimile,
press release, posting to its internet website or such other means then considered industry standard as determined by the Rating
Agency) by the 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 if a written waiver or other acknowledgment from such Rating Agency indicating its decision
not to review or to decline to review the matter for which the Rating Agency Confirmation is sought is received (such written notice,
a “Rating Agency Declination”), the requirement to receive a Rating Agency Confirmation from such Rating Agency
with respect to such matter will not apply; provided, further that any Rating Agency Confirmation is subject to the
terms set forth in Section 3.26.


 


“Realized Loss”:
With respect to any Distribution Date, the amount, if any, by which (i) the aggregate of the Certificate Balances of the Sequential
Pay Certificates after giving effect to distributions made on such Distribution Date exceeds (ii) the outstanding principal balance
of the Trust Loan after giving effect to (a) any payments of principal received with respect to the Loan Payment Date occurring
immediately prior to such Distribution Date and (b) the aggregate reductions of the principal balance of the Trust Loan that have
been permanently made as a result of a bankruptcy proceeding, modification or otherwise.


 


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


 


“Regular Certificates”:
The Class A, Class X-A, Class X-B, Class B, Class C, Class D, Class E, Class F, Class G and Class HRR Certificates.


 


“Regular Principal
Distribution Amount”: For each Distribution Date and any Class of Sequential Pay Certificates, (i) all amounts collected
in respect of principal during the related Collection Period with respect to the Trust Loan and (ii) the principal portion of any
Repurchase Price, Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds (to the extent not needed for the repair or
restoration of the Property), in each case received during the related Collection Period, in the case of either (i) or (ii), that
would be allocated to such Class of Certificates if distributed to the holders of the Certificates in sequential order to reduce
the outstanding Certificate Balance of each Class of Sequential Pay Certificates to zero pursuant to this Agreement.


 


“Regulation
AB”: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1125, as such
rules 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, in each case as effective
from time to time as of the compliance dates specified therein. Each of the parties hereto acknowledge that the Regulation AB provisions
herein shall be construed as if the Certificates were publicly registered and reporting were required at all times.


 


“Regulation
S”: Regulation S under the Securities Act.


 






    48 


     


    

 


“Regulation
S Global Certificate”: As defined in Section 5.2(a).


 


“Related Certificates”,
“Related Uncertificated Lower-Tier Interests”: For the following Classes of Certificates and Classes of Uncertificated
Lower Tier Interests, the related Class of Certificates or Class of Uncertificated Lower Tier Interest, as applicable, set forth
below:


 


	
        Related Uncertificated

        Lower-Tier Interests

        
	 	
        Related Certificates 

	Class LA Uncertificated Interest	 	Class A
	Class LB Uncertificated Interest	 	Class B
	Class LC Uncertificated Interest	 	Class C
	Class LD Uncertificated Interest	 	Class D
	Class LE Uncertificated Interest	 	Class E
	Class LF Uncertificated Interest	 	Class F
	Class LG Uncertificated Interest	 	Class G
	Class LHRR Uncertificated Interest	 	Class HRR


 


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


 


“REMIC Provisions”:
Provisions of the Code relating to “real estate mortgage investment conduits,” including Sections 860A through 860G
of the Code and any related regulations or announcements promulgated thereunder by the U.S. Department of the Treasury.


 


“Relevant Action”:
As defined in Section 5.2(a).


 


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


 


“Rents from
Real Property”: With respect to the Foreclosed Property, gross income of the character described in Section 856(c)(3)(A)
of the Code.


 


“REO Management
Fee”: As to the Property when it is a Foreclosed Property, a fee payable out of the Foreclosed Property Account to the
Successor Manager for managing such Property while it is owned by the Trust, which shall be reasonable and customary in the market
in which such Property is located.


 


“Reportable
Event”: As defined in Section 5.2(a).


 


“Reporting Servicer”:
The Servicer, the Special Servicer or a Servicing Function Participant engaged by any such party, as the case may be.


 






    49 


     


    

 


“Repurchase
Communication”: For purposes of Section 2.9(a) only, any communication, whether oral or written, which need not
be in any specific form.


 


“Repurchase
Mortgage File”: With respect to any repurchase of the Trust Loan (or any portion thereof), the Mortgage File.


 


“Repurchase
Price”: An amount (without duplication) equal to the sum of (i) the unpaid principal balance of the Trust Loan, (ii)
accrued and unpaid interest on each Trust Loan Note at the related Note Rate (in each case, exclusive of a Default Interest) to
and including the last day of the related Loan Interest Accrual Period in which the repurchase is to occur, (iii) unreimbursed
Property Protection Advances and Administrative Advances together with interest on such Advances, (iv) an amount equal to all interest
on outstanding Monthly Payment Advances, (v) any unpaid Trust Fund Expenses and (vi) any other expenses reasonably incurred or
expected to be incurred by the Servicer, the Special Servicer, the Certificate Administrator or the Trustee arising out of the
enforcement of the repurchase obligation. With respect to the Whole Loan, the Repurchase Price shall be the amount calculated in
accordance with the first sentence of this definition in respect of the Trust Loan as if the Trust Loan consisted of the Trust
Loan and the Companion Loan. No Liquidation Fee shall be payable by the Sponsor in connection with a repurchase of the Trust Loan
pursuant to the Loan Purchase Agreement due to a Material Breach or a Material Document Defect pursuant to the Loan Purchase Agreement.


 


“Repurchase
Request”: As defined in Section 2.9(a).


 


“Repurchase
Request Withdrawal”: As defined in Section 2.9(a).


 


“Requesting
Party”: As defined in Section 3.26(a).


 


“Required Advance
Amount”: With respect to any Distribution Date, an amount equal to (a) the amount of the Monthly Payment Advance (taking
into account any Appraisal Reduction Amount with respect to the Trust Loan as of such Distribution Date) that would be required
to be made on the related Remittance Date by the Servicer pursuant to this Agreement had the Loan Borrower not made any portion
of the Monthly Payment of principal (if any) and interest (or an Assumed Monthly Payment) for the related Loan Payment Date or
Assumed Loan Payment Date less (b) the aggregate compensation payable on such Remittance Date to the Certificate Administrator
in respect of the Certificate Administrator Fee (including the portion that constitutes the Trustee Fee), to the Operating Advisor
in respect of the Operating Advisor Fee and to CREFC® in respect of the CREFC® Intellectual Property
Royalty License Fee.


 


“Required Third
Party Purchaser Retention Amount”: $14,100,000 of the Certificate Balance of the Class HRR Certificates.


 


“Reserve Account”:
Any reserve account required to be maintained under the Loan Agreement.


 


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


 






    50 


     


    

 


“Responsible
Officer”: With respect to (i) the Trustee, any officer in the Corporate Trust department of the Trustee having direct
responsibility for the administration of this Agreement and (ii) the Certificate Administrator, any officer assigned to the Corporate
Trust Services group, with direct responsibility for the administration of this Agreement and also, with respect to a particular
matter, any other officer to whom a particular matter is referred by the Certificate Administrator. With respect to the Depositor,
any director, vice president, assistant vice president, assistant secretary, treasurer, assistant treasurer, trust officer or any
other officer of the Depositor, customarily performing functions similar to those performed by any of the above-designated officers
with direct responsibility for the administration of this Agreement and also, with respect to a particular matter, to whom such
matter is referred because of such officer’s knowledge of and familiarity with the particular subject, and, in the case of
any certification or other document required to be signed by a Responsible Officer, an authorized signatory whose name and specimen
signature appears on a list furnished to the Servicer or the Special Servicer, as applicable, by the Depositor, as such list may
from time to time be amended.


 


“Restricted
Holder”: Any Certificateholder, Beneficial Owner of a Certificate or prospective purchaser of a Certificate (whether
legally, beneficially or otherwise) or any other Person that is also a holder of a related mezzanine loan (or any Affiliate or
agent thereof) or an owner in any interest in any related mezzanine loan (whether legally, beneficially or otherwise, including
as a holder of a note evidencing a related mezzanine loan, a holder of a participation interest in a related mezzanine loan or
a Beneficial Owner of any securities collateralized by a related mezzanine loan) (a) as to which an event of default has occurred
under such mezzanine loan giving rise to an automatic acceleration of such mezzanine loan or the right of the lender thereunder
to accelerate such mezzanine loan or (b) as to which foreclosure proceedings against the related collateral have been initiated
(and in respect of which, the Special Servicer has received notice thereof).


 


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


 


“Restricted
Period”: As defined in Section 5.2(a).


 


“Retaining Sponsor”:
The Sponsor.


 


“Risk Retention
Affiliate” or “Risk Retention Affiliated”: As “affiliate” or “affiliated”
are defined in Section 244.2 of the Credit Risk Retention Rules.


 


“Rule 144A”:
As defined in Section 5.2(b).


 


“Rule 144A Global
Certificate”: As defined in Section 5.2(b).


 


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


 






    51 


     


    

 


“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”: With respect to an Other Securitization Trust, the certification required to be filed together with such
Other Securitization Trust’s Exchange Act report on Form 10-K pursuant to Rule 13a-14 and Rule 15d-14 of the Exchange Act.


 


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


 


“Sequential
Pay Certificates”: The Class A, Class B, Class C, Class D, Class E, Class F, Class G and Class HRR Certificates.


 


“Servicer”:
KeyBank, in its capacity as servicer, and its successors-in-interest, or if any successor servicer is appointed as herein provided,
such successor servicer.


 


“Servicer Customary
Expense”: As defined in Section 3.17.


 


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


 


“Servicer Termination
Event”: As defined in Section 7.1(a).


 


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


 


“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 L hereto.


 


“Servicing Fee”:
With respect to the Whole Loan, a fee payable monthly to the Servicer pursuant to Section 3.17 (which includes the Excess
Servicing Fee) that will accrue at the Servicing Fee Rate, computed on the basis of the same principal amount, in the same manner,
and for the same Loan Interest Accrual Period respecting which any related interest payment on each Note is computed. For the avoidance
of doubt, the Servicing Fee shall be deemed payable from the Lower-Tier REMIC.


 


“Servicing Fee
Rate”: With respect to the Whole Loan, a primary servicing fee rate of 0.0025% per annum, plus, in the case of
the Trust Loan, a master servicing fee rate of 0.0050% per annum.


 


“Servicing Function
Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Certificate Administrator,
the Custodian, the


 



    52 


     


    

 


Trustee, the Operating Advisor, the Servicer and the Special Servicer, that is performing activities that address
the Applicable Servicing Criteria as of any date of determination.


 


“Servicing Officer”:
Any officer of the Servicer or the Special Servicer involved in, or responsible for, the administration and servicing of the Whole
Loan whose name and specimen signature appear on a list of servicing officers furnished to the Trustee and the Certificate Administrator
on the Closing Date by the Servicer or the Special Servicer, as applicable, in the form of an Officer’s Certificate, as such
list may from time to time be amended.


 


“Servicing Party”:
As defined in Section 7.2(b).


 


“Servicing-Released
Bid”: As defined in Section 7.2(b).


 


“Servicing-Retained
Bid”: As defined in Section 7.2(b).


 


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


 


“Significant
Obligor NOI Yearly Filing Deadline”: With respect to each calendar year, the date that is the 120th day after the end
of such calendar year.


 


“Special Notice”:
As defined in Section 5.6.


 


“Special Servicer”:
Cohen Financial, a Division of SunTrust Bank, in its capacity as special servicer, and its successors in interest, or if any successor
special servicer is appointed as herein provided, such successor special servicer.


 


“Special Servicer
Customary Expense”: As defined in Section 3.17.


 


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


 


“Special Servicer
Termination Event”: As defined in Section 7.1(a).


 


“Special Servicing
Fee”: With respect to the Specially Serviced Loan, a fee payable monthly to the Special Servicer equal to an amount computed
on the basis of the same principal amount and for the same period respecting which any related interest payment on each Note is
computed, at a rate of 0.25% per annum until the Special Servicing Loan Event with respect to such Specially Serviced Loan no longer
exists. Such fee shall be in addition to, and not in lieu of, any other fee or other sum payable to the Special Servicer under
this Agreement. For the avoidance of doubt, the Special Servicing Fee shall be deemed payable from the Lower-Tier REMIC.


 






    53 


     


    

 


“Special Servicing
Loan Event”: With respect to the Whole Loan, (i) the Loan Borrower has not made two (2) consecutive Monthly Payments
(and has not cured at least one such delinquency by the next Loan Payment Date under the Loan Documents) in respect of the Whole
Loan; (ii) the Servicer and/or the Trustee or any servicer and/or trustee under any Other Pooling and Servicing Agreement has made
three (3) consecutive Monthly Payment Advances with respect to the Trust Loan or three (3) consecutive Companion Loan Advances
with respect to the Companion Loan (regardless of whether such Monthly Payment Advances have been reimbursed); (iii) the Loan Borrower
fails to make the Balloon Payment when due, and the Loan Borrower has not delivered to the Servicer, on or before the Loan Payment
Date of such Balloon Payment, a written refinancing commitment from an acceptable lender and reasonably satisfactory in form and
substance to the Servicer that provides that such refinancing will occur within one hundred twenty (120) days after the date on
which such Balloon Payment will become due (provided that a Special Servicing Loan Event will occur if either (x) such refinancing
does not occur before the expiration of the time period for refinancing specified in such binding commitment or (y) the Servicer
is required to make a Monthly Payment Advance at any time prior to such refinancing); (iv) the Servicer has received notice that
the Loan Borrower has become the subject as debtor of any bankruptcy, insolvency or similar proceeding, admitted in writing the
inability to pay its debts as they come due or made an assignment for the benefit of creditors; (v) the Servicer has received notice
of a foreclosure or threatened foreclosure of a lien on any of the Property securing the Whole Loan; (vi) the Loan Borrower has
expressed in writing to the Servicer an inability to pay the amounts owed under the Whole Loan in a timely manner, (vii) in the
judgment of the Servicer or the Special Servicer (consistent with Accepted Servicing Practices), a default in the payment of principal
or interest under the Whole Loan is reasonably foreseeable unless (a) such reasonably foreseeable default is solely related to
a reasonably foreseeable default in the payment of the Balloon Payment on the Stated Maturity Date, (b) the Loan Borrower request
the extension of the Stated Maturity Date, (c) the Servicer (with the consent of the Special Servicer), grants an extension of
the Stated Maturity Date pursuant to Section 3.4 hereof and (d) such extension occurs prior to the Stated Maturity Date;
or (viii) a default under the Whole Loan of which the Servicer has notice (other than a failure by the Loan Borrower to pay principal
or interest) and that materially and adversely affects the interests of the Certificateholders has occurred and remains unremedied
for the applicable grace period specified in the Loan Documents (or, if no grace period is specified, sixty (60) days); provided,
that a Special Servicing Loan Event will cease (a) with respect to the circumstances described in any of clauses (i), (ii) and
(iii) above, when the Loan Borrower have brought the Whole Loan current (including pursuant to the workout of the Whole Loan) and
with respect to clauses (i) and (ii) above, after the occurrence of such event when the Loan Borrower make three (3) consecutive
full and timely Monthly Payments on the Whole Loan, or (b) with respect to the circumstances described in clauses (iv), (v), (vi),
(vii) and (viii) above, when such circumstances cease to exist in the judgment of the Special Servicer (consistent with Accepted
Servicing Practices); provided, in any case, that at that time no other circumstance exists (as described above) that would
constitute a Special Servicing Loan Event.


 


“Specially Serviced
Loan”: The Whole Loan after the occurrence and during the continuance of a Special Servicing Loan Event.


 


“Sponsor”:
As defined in the Introductory Statement.


 






    54 


     


    

 


“Startup Day”:
As defined in Section 12.1(c).


 


“Stated Maturity
Date”: The Loan Payment Date in November 2024, or such earlier date as may result from acceleration of the Whole Loan
in accordance with the terms of the Loan 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 industry) of the Whole Loan but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to the Whole Loan under the direction or authority of the Servicer (or
a Sub-Servicer of the Servicer), the Special Servicer (or a Sub-Servicer of the Special Servicer) or an Additional Servicer (or
a Sub-Servicer of an Additional Servicer).


 


“Sub-Servicer”:
Any Person that (i) Services the Whole Loan on behalf of the Servicer, Special Servicer or any Sub-Servicer and (ii) is responsible
for the performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial portion of the servicing functions
required to be performed by the Servicer, Special Servicer, Servicing Function Participant or an Additional Servicer, under this
Agreement, with respect to the Whole Loan, that are identified in Item 1122(d) of Regulation AB.


 


“Successful
Bidder”: As defined in Section 7.2(b).


 


“Successor Manager”:
Any Independent Contractor as selected or retained by the Special Servicer, on behalf of the Trustee, to serve as manager of a
Foreclosed Property, which designation, as evidenced by a Rating Agency Confirmation from the Rating Agency, will not result in
the downgrade, withdrawal or qualification of the ratings assigned to the Certificates by such Rating Agency.


 


“Tax Matters
Person”: The Person designated as the “tax matters person” of the Upper-Tier REMIC and the Lower-Tier REMIC,
pursuant to Treasury Regulations Section 1.860F-4(d).


 


“Temporary Regulation
S Global Certificate”: As defined in Section 5.2(a).


 


“Terminated
Party”: As defined in Section 7.1(e).


 


“Terminating
Party”: As defined in Section 7.1(e).


 


“Third Party
Purchaser”: 1CAL Grand Avenue Partners, LLC, a Delaware limited liability company, or any Person that purchases the Certificates
comprising the Required Third Party Purchaser Retention Amount in accordance with this Agreement and applicable laws and regulations.


 


“Third Party
Purchaser Custodial Account”: An account maintained by the Certificate Administrator, which account shall be established
at the direction of the Depositor on behalf of the Retaining Sponsor for the benefit of the Holders of the Class HRR Certificates.


 






    55 


     


    

 


“Threshold Event
Collateral”: Either (a) cash collateral held by, and acceptable to, the Certificate Administrator on behalf of the Trust
or (b) an unconditional and irrevocable standby letter of credit with the Servicer on behalf of the Trust as the beneficiary, issued
by a bank or other financial institutions (the “Threshold Collateral Issuer”) the long term unsecured debt obligations
of which are rated at least “A” by S&P, “A” by DBRS, Inc., “A” by Fitch and “A2”
by Moody’s or the short term obligations of which are rated at least “A-1+” by S&P, “R-1(middle)”
by DBRS, Inc., “F-1” by Fitch and “P-1” by Moody’s, in either case in an amount which, when added
to the appraised value of the Property as determined pursuant to this Agreement, would cause the applicable Control Termination
Event not to occur.


 


“Transaction
Parties”: As defined in Section 5.3(p).


 


“Transferee
Affidavit”: As defined in Section 5.3(n)(ii).


 


“Transferor
Letter”: As defined in Section 5.3(n)(ii).


 


“Treasury”:
The United States Department of the Treasury.


 


“Treasury Constant
Yield”: “Reinvestment Yield” as defined in the Loan Agreement.


 


“Trust”:
The trust formed pursuant to this Agreement.


 


“Trust Assets”:
As defined in the Introductory Statement.


 


“Trust Fund”:
The corpus of the Trust created by this Agreement, consisting of (i) the Trust Loan, including the Trust Loan Notes together with
the Mortgage File relating thereto; (ii) all scheduled and unscheduled payments on or collections in respect of the Trust Loan
(including all interest that accrues on the Trust Loan on or after the Cut-off Date and all scheduled principal received on or
with respect to the Trust Loan on the Cut-off Date); (iii) the Foreclosed Property (but only to the extent of the Trust’s
interest in such Foreclosed Property) and Foreclosed Property Account; (iv) all revenues received in respect of the Foreclosed
Property (but only to the extent of the Trust’s interest in such Foreclosed Property); (v) the Servicer’s, Special
Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect
to the Property required to be maintained pursuant to this Agreement and any proceeds thereof (but only to the extent of the Trust’s
interest therein); (vi) any Collateral Security Documents; (vii) any indemnities or guaranties given as additional security for
the Notes (including the Environmental Indemnity relating to the Property); (viii) all funds deposited in the Collection Account,
the Interest Reserve Account and the Distribution Account, including reinvestment income thereon (except as otherwise provided
herein); (ix) the rights and remedies of the Depositor under the Loan Purchase Agreement; (x) the security interest in the Reserve
Accounts granted pursuant to Section 2.1 (but only to the extent of the Trust’s interest therein); (xi) all other
assets included or to be included in the Lower-Tier REMIC for the benefit of the Upper-Tier REMIC; (xii) the Uncertificated Lower-Tier
Interests; (xiii) any Threshold Event Collateral; and (xiii) the proceeds of any of the foregoing.


 


“Trust Fund
Expenses”: Any unanticipated and certain other default related expenses incurred by the Trust Fund (including, without
limitation, all interest on Advances and


 



    56 


     


    

 


all Loan Borrower Reimbursable Trust Fund Expenses, to the extent not reimbursed by the
Loan Borrower) and all other amounts (such as indemnification payments to any party to this Agreement) permitted to be retained,
reimbursed, withdrawn and/or remitted by or to the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
or the Trustee, as applicable, from the Collection Account or the Distribution Account pursuant to this Agreement.


 


“Trust Loan”:
As defined in the Introductory Statement.


 


“Trust Loan
Notes”: As defined in the Introductory Statement.


 


“Trust REMIC”:
The Upper-Tier REMIC or the Lower-Tier REMIC, individually or collectively, as the context may require.


 


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


 


“Trustee Fee”:
The portion of the Certificate Administrator Fee payable monthly by the Certificate Administrator to the Trustee pursuant to Section
8.5.


 


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


 


“Uncertificated
Lower-Tier Interests”: Any of the Class LA, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG and Class LHRR
Uncertificated Interests.


 


“Uninsured Cause”:
Any cause of damage to property of the Loan Borrower subject to the Mortgage such that the complete restoration of such property
is not fully reimbursable (but without regard to any applicable deductible provisions) by any insurance policy required to be maintained
with respect thereto pursuant to the terms of the Loan Documents or this Agreement.


 


“Unscheduled
Payments”: With respect to any Distribution Date, all payments and collections received by the Servicer, the Special
Servicer, the Certificate Administrator or the Trustee, as applicable, with respect to the Whole Loan or upon foreclosure or liquidation
of the Property (net of related foreclosure expenses and Liquidation Expenses) during the related Collection Period including,
but not limited to, prepayments due to acceleration of the Whole Loan, Net Liquidation Proceeds, Insurance Proceeds, Condemnation
Proceeds, Net Foreclosure Proceeds, voluntary prepayments and other payments and collections on the Whole Loan not scheduled to
be received, other than Monthly Payments or the Balloon Payment.


 


“Upper-Tier
Distribution Account”: A subaccount of the Distribution Account, which shall be an asset of the Trust and the Upper-Tier
REMIC.


 


“Upper-Tier
REMIC”: One of the two separate Trust REMICs comprising the Trust, the assets of which consist of the Uncertificated
Lower-Tier Interests and such amounts as shall from time to time be held in the Upper-Tier Distribution Account.


 






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“U.S. Person”:
A Person that is a citizen or resident of the United States, a corporation or partnership (except as provided in applicable Treasury
regulations) created or organized in or under the laws of the United States, any State 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. Persons have the authority to control all substantial decisions
of such trust (or, to the extent provided as applicable Treasury regulations, certain trusts in existence on August 20, 1996 that
have elected to be treated as a U.S. Person).


 


“Voting Rights”:
The portion of the voting rights of all of the Certificates that is allocated to any Certificate or Class of Certificates. At any
time that any Certificates are outstanding, the Voting Rights shall be allocated to each Class of Certificateholders as follows:
(1) 4% in the aggregate to the Class X Certificates (for so long as the Notional Amount of each such Class has not been reduced
to zero) and (2) in the case of any other Class of Certificates, a percentage equal to the product of (x) 96% and (y) a percentage
equal to the aggregate Certificate Balance (and in connection with certain votes under this Agreement, taking into account any
notional reduction in the Certificate Balance for Appraisal Reduction Amounts allocated to the Sequential Pay Certificates) of
the Class, in each case, determined as of the prior Distribution Date, divided by the aggregate Certificate Balance (and in connection
with certain votes under this Agreement, taking into account any notional reduction in the Certificate Balance, for Appraisal Reduction
Amounts allocated to the Sequential Pay Certificates) of all Classes of Certificates, each determined as of the prior Distribution
Date. The Class R Certificates shall not be entitled to any Voting Rights.


 


“Weighted Average
Note Rate”: With respect to any Distribution Date and the Whole Loan, the weighted average of the Note Rates (weighted
based on the outstanding principal balance of the related Note as of such date).


 


“Whole Loan”:
As defined in the Introductory Statement.


 


“Whole Loan
Rate” means the rate at which interest (other than Default Interest) will be payable on each Note of the Whole Loan,
which is a fixed per annum rate equal to 3.83%


 


“Withheld Amounts”:
As defined in Section 3.4(d).


 


“Work-out Fee”:
A fee payable to the Special Servicer pursuant to Section 3.17 equal to 0.50% of each payment of principal and interest
(other than Default Interest) made on the Whole Loan following resolution of a Special Servicing Loan Event by a written agreement
with the Loan Borrower negotiated by the Special Servicer for so long as another Special Servicing Loan Event does not occur. For
the avoidance of doubt, the intent of Section 17.6 of the Loan Agreement requires the Loan Borrower to be responsible for the payment
of Work-out Fees and the Special Servicer will be entitled to, and may collect, any Work-out Fees payable to it from the Loan Borrower
pursuant to such Section 17.6 of the Loan Agreement as would be calculated hereunder. Notwithstanding the foregoing, the Work-out
Fee with respect to the Specially Serviced Loan shall be reduced by any Modification Fees paid by or on behalf of the


 



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Loan Borrower
and received by the Special Servicer as compensation, but only to the extent those fees have not previously been deducted from
a Work-out Fee or Liquidation Fee.


 


“Yield Maintenance”:
As defined in the Loan Agreement.


 


Section 1.2.      Interpretation.  (a)
Whenever this Agreement refers to a Distribution Date and a “related” Collection Period, Loan Interest Accrual Period
or Loan Payment Date, such reference shall be to the Collection Period, Loan Interest Accrual Period or Loan Payment Date, as
applicable, immediately preceding such Distribution Date.


 


(b)           Whenever
this Agreement refers to a Distribution Date and an “applicable” Pass-Through Rate, such reference shall be to the
Pass-Through Rate for the applicable Class for the related Certificate Interest Accrual Period.


 


(c)           The
words “hereof”, “herein”, and “hereunder” and words of similar import when used in this Agreement
shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Exhibit references
contained in this Agreement are references to Sections and Exhibits in or to this Agreement unless otherwise specified.


 


(d)           Interest
on the Certificates shall be computed (including interest at any Pass-Through Rate) on the basis of a 360 day year consisting of
twelve 30-day months.


 


Section 1.3.      Certain
Calculations in Respect of the Trust Loan or the Whole Loan.   (a) All amounts collected by or on behalf of
the Trust in respect of the Whole Loan or the Trust Loan, as applicable, in the form of payments from the Loan Borrower, Liquidation
Proceeds, Condemnation Proceeds and Insurance Proceeds shall be applied to amounts due and owing under the Loan Documents (including
for principal and accrued and unpaid interest) in accordance with the express provisions of the Loan Documents and the Co-Lender
Agreement; provided, however, in the absence of such express provisions in the Loan Documents or if and to the extent
that such terms authorize the Loan Lender to use its discretion and in any event for purposes of calculating distributions hereunder
after a Loan Event of Default, all such amounts collected will be applied in the following order of priority: first, as
a recovery of any related and unreimbursed Property Protection Advances and Administrative Advances plus interest accrued thereon
and, without duplication, unreimbursed Loan Borrower Reimbursable Trust Fund Expenses; second, as a recovery of Property
Protection Advances that were determined to be Nonrecoverable Advances or interest on Property Protection Advances that were determined
to be Nonrecoverable Advances to the extent previously reimbursed from principal collections with respect to the Whole Loan or
the Trust Loan, as applicable (which amount in respect of the Trust Loan is required to be treated as a collection on the Trust
Loan in respect of principal in calculating the Regular Principal Distribution Amount); third, as a recovery of accrued
and unpaid interest on each Note to the extent of the excess of (i) accrued and unpaid interest on such Note at the Note Interest
Rate of such Note (without giving effect to any increase in such Note Interest Rate required under the Loan Agreement as a result
of a default under the Loan Documents) through and including the end of the related Loan Interest Accrual Period in which such
collections are received by or on behalf of the Trust (or, in the case of a full Monthly Payment from the Loan Borrower, through
the related Distribution Date), over (ii) the


 



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cumulative amount of the reductions (if
any) in the amount of the interest portion of the related Monthly Payment Advances for such Trust Loan Note or related Companion
Advances for such Companion Loan Note, as applicable, that have occurred in connection with Appraisal Reduction Amounts (to the
extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to clause fifth below
on earlier dates) (such accrued and unpaid interest to be applied pursuant to the Co-Lender Agreement); fourth, as a recovery
of principal of the Whole Loan then due and owing, including by reason of acceleration of the Whole Loan following a Loan Event
of Default (or, if the Whole Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid
principal balance) (such principal to be applied pursuant to the Co-Lender Agreement); fifth, as a recovery of accrued
and unpaid interest on each Note to the extent of the cumulative amounts of reductions (if any) in the amount of the interest
portion of the related Monthly Payment Advances or related Companion Advances for such Note that have occurred in connection with
related Appraisal Reduction Amounts (to the extent collections have not been applied as recovery of accrued and unpaid interest
pursuant to this clause fifth on earlier dates); sixth, as a recovery of amounts to be currently applied to the
payment of, or escrowed for the future payment of, real estate taxes, assessments and insurance premiums and similar items; seventh,
as a recovery of any other reserves to the extent then required to be held in escrow; eighth, as a recovery of any Prepayment
Charge then due and owing under the Loan Documents (any such Prepayment Charge to be applied pursuant to the Co-Lender Agreement); ninth,
as a recovery of any Default Interest or late charges then due and owing under the Loan Documents (such Default Interest and late
charges to be applied pursuant to the Co-Lender Agreement); tenth, as a recovery of any assumption fees, assumption application
fees, consent fees, release fees, substitution fees, Modification Fees and similar fees then due and owing under the Loan Documents;
and eleventh, as a recovery of any other amounts then due and owing under the Loan Documents, provided that, to
the extent required under the REMIC Provisions, payments or proceeds received with respect to the release of any Property or portion
of any Property (including following a condemnation) from the lien of the Mortgage and Loan Documents must be allocated to reduce
the principal balance of the Trust Loan in the manner permitted by such REMIC Provisions if, immediately following such release,
the loan-to value ratio of the Whole Loan exceeds 125% (based solely on real property and excluding any personal property and
going concern value).


 


(b)           Collections
by or on behalf of the Trust in respect of the Foreclosed Property (exclusive of amounts to be applied to the payment of the costs
of operating, managing, leasing, maintaining and disposing of such Foreclosed Property) shall be applied in the following order
of priority: first, as a recovery of any related and unreimbursed Property Protection Advances and Administrative Advances
plus interest accrued on such advances with respect to the Whole Loan or the Trust Loan, as applicable, and, without duplication,
unreimbursed Loan Borrower Reimbursable Trust Fund Expenses; second, as a recovery of Property Protection Advances that
were determined to be Nonrecoverable Advances or interest on Property Protection Advances that were determined to be Nonrecoverable
Advances to the extent previously reimbursed from principal collections with respect to the Whole Loan or the Trust Loan, as applicable
(which amount in respect of the Trust Loan is required to be treated as a collection on the Trust Loan in respect of principal
in calculating the Regular Principal Distribution Amount); third, as a recovery of accrued and unpaid interest on each Note,
to the extent of the excess of (i) accrued and unpaid interest on such Note at the Note Interest Rate of such Note (without giving
effect to any increase in such Note Interest Rate required under the


 



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Loan Agreement as a result of a default under the Loan Documents)
through and including the end of the related Loan Interest Accrual Period in which such collections are received by or on behalf
of the Trust, over (ii) the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly
Payment Advances for the Trust Loan or related Companion Advances for such Companion Loan Note that have occurred in connection
with Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest
pursuant to clause fifth below on earlier dates) (such accrued and unpaid interest to be applied pursuant to the Co-Lender
Agreement); fourth, as a recovery of principal of the Whole Loan, to the extent of its entire unpaid principal balance (such
principal to be applied pursuant to the Co-Lender Agreement); fifth, as a recovery of accrued and unpaid interest on each
Note to the extent of the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly
Payment Advances or related Companion Advances for such Note that have occurred in connection with related Appraisal Reduction
Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to this clause
fifth on earlier dates) (such accrued and unpaid interest to be applied pursuant to the Co-Lender Agreement); sixth,
as a recovery of any Prepayment Charge then due and owing under the Loan Documents (such Prepayment Charge to be applied pursuant
to the Co-Lender Agreement); seventh, as a recovery of any Default Interest or late charges then deemed to be due and owing
under the Loan Documents; eighth, as a recovery of any assumption fees, assumption application fees, consent fees, release
fees, substitution fees, Modification Fees and similar fees then due and owing under the Loan Documents; and ninth, as a
recovery of any other amounts deemed to be due and owing in respect of the Loan Documents.


 


(c)           Notwithstanding
anything to the contrary in the Co-Lender Agreement, but without changing any allocations under the Co-Lender Agreement between
the Trust Loan and the Companion Loan, upon liquidation of the Trust Loan, a Note related to the Trust Loan or a Foreclosed Property,
all Net Liquidation Proceeds received with respect to the Trust Loan or Note will be applied so that amounts allocated as a recovery
of accrued and unpaid interest on the Trust Loan or such Note, as applicable, will not, for purposes of making distributions on
the Certificates, include accrued and unpaid interest on the Trust Loan that has not been advanced by the Servicer as a result
of Appraisal Reductions Amounts with respect to the Trust Loan or such Note, as applicable (“Appraised Out Interest”).
After the adjusted interest amount is so allocated, any remaining Net Liquidation Proceeds received with respect to the Trust Loan
or such Note, as applicable, will be allocated to pay principal on the Trust Loan or such Note, as applicable, until the unpaid
principal amount thereof has been reduced to zero. Any remaining Net Liquidation Proceeds received with respect to the Trust Loan
or such Note, as applicable, would then be allocated to pay Appraised Out Interest.


 


(d)           All
net present value calculations and determinations made under this Agreement with respect to the Whole Loan, the Trust Loan, the
Companion Loan or the Property or the Foreclosed Property (including for purposes of the definition of “Accepted Servicing
Practices”) shall be made using a discount rate appropriate for the type of cash flows being discounted; namely (i) for principal
and interest payments on the Whole Loan, the Trust Loan or such Companion Loan or sale of the Whole Loan or any portion thereof
if it is a Defaulted Whole Loan, the highest of (1) the rate determined by the Servicer or Special Servicer, as applicable, that
approximates the market rate that would be obtainable by the Loan Borrower on similar debt of the Loan Borrower as of such date
of determination, (2) the Weighted Average


 



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Note Rate on the Whole Loan, Trust Loan or such Companion Loan, as the case may be based
on their respective outstanding principal balances and (3) the yield on the most recently issued 10-year U.S. treasuries and (ii)
for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal
(or update of such Appraisal).


 


Article
2



DECLARATION OF TRUST; ORIGINAL ISSUANCE OF CERTIFICATES


 


Section 2.1.      Creation
and Declaration of Trust; Conveyance of the Trust Loan.  (a) The Depositor, concurrently with the execution and
delivery hereof, hereby sells, transfers, assigns, delivers, sets over, and otherwise conveys or causes to be conveyed in trust
to the Trustee for the benefit of Certificateholders, without recourse (except to the extent otherwise provided herein and in
the Loan Documents), the Depositor’s right, title and interest, whether now owned or hereafter acquired, now existing or
hereafter arising, wherever located, in and to all of the items referred to in the definition of “Trust Fund”, including
without limitation (i) all rights and remedies of the Depositor under the Loan Purchase Agreement, (ii) all right, title and interest
of the Depositor in, to and under the Reserve Accounts, (iii) all right, title and interest of the Depositor in and to the Trust
Loan as of the Closing Date and (iv) all other assets included or to be included in the Lower-Tier REMIC for the benefit of the
Upper-Tier REMIC. Such sale, transfer and assignment include any related escrow accounts and any security interest under the Trust
Loan (whether in real or personal property and whether tangible or intangible) and all related rights to payments made or required
to be made to the Depositor by the Loan Borrower or any other party under the Loan Documents relating to the Trust Loan. Such
sale, transfer and assignment further include all Loan Documents relating to the Trust Loan. The Depositor, as sole owner of the
Trust Loan, concurrently with the execution and delivery hereof, hereby grants to Trustee, and directs the Trustee to hold in
trust for the sole benefit of the Holders of the Class HRR Certificates, the Excess Liquidation Proceeds Option described in Section
3.15(g) hereof. The transfer by the Depositor to the Trustee of the Trust Loan pursuant to this Section 2.1(a), shall
be subject to the rights of the Holders of the Class HRR Certificates under the Excess Liquidation Proceeds Option.


 


(b)           In
connection with such sale, transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian (with
copies to the Servicer) (i) the original Trust Loan Notes (or if a Trust Loan Note has been lost, a lost note affidavit), endorsed
without recourse to the order of the Trustee in the following form: “Pay to the order of U.S. Bank National Association,
solely in its capacity as Trustee for the benefit of the Holders of CSMC 2017-Trust CALI, Commercial Mortgage Pass Through Certificates,
Series 2017-CALI, without recourse or warranty except as set forth in the Trust and Servicing Agreement dated as of November 6,
2017, among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, Cohen
Financial, a Division of SunTrust Bank, as Special Servicer, U.S. Bank National Association, as Certificate Administrator, U.S.
Bank National Association, as Custodian, U.S. Bank National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor”, which Trust Loan Notes and all endorsements thereon shall show a complete chain of endorsement from the original
payee(s) to the Trustee and (ii) on or before the date occurring fifteen (15) days after the Closing Date (the “Delivery 


 



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Date”), the following documents or instruments with respect to the Whole Loan (collectively with the original Notes required
under clause (i) above, the “Mortgage File”), in each case executed by the parties thereto:


 


(A)          the
original Loan Agreement, including all amendments thereto;


 


(B)           the
original recorded counterpart of the Mortgage or certified copies of the recorded counterparts of the Mortgage;


 


(C)           the
original recorded Assignment of Mortgage, in favor of the Trustee, and in a form that is complete and suitable for recording in
the applicable jurisdiction in which the Property is located to U.S. Bank National Association, solely in its capacity as Trustee
for the benefit of the Holders of the CSMC Trust 2017-CALI, Commercial Mortgage Pass Through Certificates, Series 2017-CALI”,
without recourse;


 


(D)          an
original of the Environmental Indemnity;


 


(E)           an
original of the Lockbox Agreement;


 


(F)           an
original of the Cash Management Agreement;


 


(G)           where
applicable, a copy of each UCC-1 financing statement (and an original thereof shall have been sent for filing), together with a
fully executed UCC-3 financing statement, in a form that is complete and suitable for filing, disclosing the assignment from the
secured party named in such UCC-1 financing statement to the Trustee of the security interest in the personal property and other
UCC collateral constituting security for repayment of the Whole Loan;


 


(H)           the
Loan Lender’s title insurance policies obtained in connection with the origination of the Whole Loan (or marked, signed commitments
to insure or pro forma title insurance policies), together with any endorsements thereto (which may be in the form of an
electronically issued policy);


 


(I)            a
copy of the Co-Lender Agreement;


 


(J)            any
other material written agreements related to the Whole Loan or any other documents and/or certifications executed and/or delivered
by the Loan Lender, the Loan Borrower, the Borrower Sponsor or any other person or entity in connection with the closing of the
Whole Loan or with respect to the Whole Loan or any amendment thereof and any legal opinions delivered in connection with the closing
of the Whole Loan;


 


(K)           a
copy of the management agreement related to the Property;


 


(L)           all
other instruments, if any, constituting additional security for the repayment of the Whole Loan;


 






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(M)          [Reserved];


 


(N)           a
copy of any consent and subordination of management agreement; and


 


(O)           any
and all amendments, modifications and supplements to, and waivers related to, any of the foregoing.


 


If the Depositor cannot
deliver, or cause to be delivered, any of the documents and/or instruments referred to in clauses (ii)(B), (C) and
(G) of this Section 2.1(b) 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 for filing
or recordation, the delivery requirements of Section 2.1 shall be deemed to have been satisfied on a provisional basis as
of the Delivery 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 Sponsor to be a true
and complete copy of the original thereof submitted for filing or recording) is delivered to the Custodian on or before the Delivery
Date, and either the original of such non-delivered document or instrument, or a photocopy thereof (certified by the appropriate
county recorder’s office, in the case of the documents and/or instruments referred to in clause (ii)(B), (C)
and (G) of this Section 2.1(b) 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 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, so long as the Depositor
is, as certified in writing to the Custodian no less often than every ninety (90) days, attempting in good faith to obtain from
the appropriate public filing office or county recorder’s office such original or photocopy).


 


The Depositor shall cause
the Sponsor to provide the Servicer a copy of the Mortgage File on or prior to the Closing Date and promptly following the Closing
Date, at its own expense, with copies of all such other documents in its possession constituting part of the Mortgage File.


 


In addition, the Depositor
shall deliver or cause to be delivered to the Servicer for its review, all required insurance policies or certificates issued by
the insurers showing such insurance to be in effect on the Closing Date, together with proof of payment of premiums relating thereto
(which may consist of such policies or certificates).


 


The Assignment of the
Mortgage, assignment of a Collateral Security Document (to the extent such documents are required to be recorded or filed) and
UCC-3 financing statements to be filed in the appropriate public recording office for real property records or UCC financing statements
shall be filed or recorded, as applicable, by the Sponsor or their designees, with instructions to return all such recorded documents,
or other evidences of filing issued by the applicable governmental offices, to the Custodian at the office located at 1719 Otis
Way, Florence, South Carolina 29501, Attention: Document Custody Services CSMC 2017-CALI, with a copy to the Servicer. In the event
that any such document is determined to be defective or


 



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not to be in compliance with the requirements of the applicable filing
office or recording depository, or if any such document is lost or returned unrecorded because of a defect therein, the Sponsor
or its designee shall, upon receipt of the Custodian’s exception report, prepare a substitute document. The Sponsor or its
designee shall file or record (or cause to be filed or recorded) such substitute document upon its receipt thereof in the appropriate
filing offices or record depositories. Notwithstanding anything to the contrary contained in this Section 2.1(b), in those
instances where the public recording office retains the original Mortgages, Assignment of Mortgages or assignment of a Collateral
Security Document, if applicable, after any has been recorded, the obligations of the Depositor hereunder and the obligations of
the Sponsor under the Loan Purchase Agreement shall be deemed to have been satisfied upon delivery to the Custodian of a copy of
such Mortgage, Assignment of Mortgage or assignment of a Collateral Security Document, if applicable, certified by the public recording
office to be a true and complete copy of the recorded original thereof.


 


The ownership of the
Trust Loan Notes, the Mortgage, the Collateral Security Documents and all other contents of the Mortgage File shall be vested in
the Trust or the Trustee in trust for the benefit of the Certificateholders and, other than the Trust Loan Notes, the Companion
Loan Holders. The Depositor, the Certificate Administrator, the Servicer and the Special Servicer agree to take no action inconsistent
with the Trustee’s ownership of the Trust Loan and to promptly indicate to all inquiring parties that the Trust Loan has
been sold and to claim no ownership interest in the Trust Loan. All original documents relating to the Whole Loan that are not
delivered to the Custodian are and shall be held by the Depositor, the Servicer or the Special Servicer, as the case may be, in
trust for the benefit of the Certificateholders and the Companion Loan Holders. In the event that any such original document is
required pursuant to the terms of this Section 2.1(b) to be a part of a Mortgage File, such document shall be delivered
promptly to the Custodian.


 


The conveyance of the
Trust Loan and the related rights and property accomplished hereby is absolute and is intended by the Depositor to constitute an
absolute sale and transfer of the Trust Loan and such other related rights and property by the Depositor to the Trustee in trust
for the benefit of the Certificateholders, in exchange for the Certificates being sold by the Depositor. Furthermore, it is not
intended that such conveyance be a pledge of security for the Trust Loan. If such conveyance is determined to be a pledge of security
for the Trust Loan, however, the Depositor and the Trustee intend that the rights and obligations of the parties to the Trust Loan
shall be established pursuant to the terms of this Agreement. The Depositor and the Trustee also intend and agree that, in such
event, (i) this Agreement shall constitute a security agreement under applicable law, (ii) the Depositor shall be deemed to have
granted to the Trustee (in such capacity) a first priority security interest in all of the Depositor’s right, title and interest
in and to the assets constituting the Trust Fund, including the Trust Loan subject hereto from time to time, all amounts received
on or with respect to the Trust Loan after the Closing Date, all amounts held from time to time in the Collection Account, the
Distribution Account, and, if established, the Foreclosed Property Account, and all of the Depositor’s right, title and interest
under the Loan Purchase Agreement, (iii) the possession by the Custodian or its agent of the Notes with respect to the Trust Loan
subject hereto from time to time and such other items of property as constitute instruments, money, negotiable documents or chattel
paper shall be deemed to be “possession by the secured party” or possession by a purchaser or person designated by
such secured party for the purpose of perfecting such security interest under


 



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applicable law, and (iv) notifications to, and acknowledgments,
receipts or confirmations from, Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts
or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of perfecting
such security interest under applicable law.


 


Section 2.2.       Acceptance
by the Trustee and the Custodian.   (a) By its execution and delivery of this Agreement, the Trustee acknowledges
the assignment to it of the Trust Loan in good faith without notice of adverse claims and the Custodian declares that it holds
and will hold or will cause to be held such documents as are delivered to it constituting the Mortgage File (to the extent the
documents constituting the Mortgage File are actually delivered to it) in trust, upon the conditions herein set forth, for the
use and benefit of all present and future Certificateholders and the Companion Loan Holders.


 


(b)           The
execution and delivery of this Agreement by the Custodian shall constitute certification by the Custodian that (i) the original
Trust Loan Notes specified in clause (b)(i) of the definition of “Mortgage File” and all allonges thereto, if any,
have been received by the Custodian; and (ii) such original Notes have been reviewed by the Custodian and (A) appear regular on
their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the applicable Loan
Borrower), (B) appear to have been executed and (C) purport to relate to the Trust Loan. The Custodian agrees to review or cause
to be reviewed the Mortgage File within 30 days after the Closing Date, and to deliver to the Depositor, the Sponsor, the Trustee,
the Servicer and the Special Servicer a report (substantially in the form of Exhibit CC) certifying, subject to any exceptions
found by it in such review, that (A) all documents referred to in Section 2.1(b) have been received, and (B) all documents
have been executed, appear on their face to be what they purport to be, purport to be recorded or filed (as applicable) and have
not been torn, mutilated or otherwise defaced, and appear on their faces to relate to the Trust Loan. The Custodian shall have
no responsibility for reviewing the Mortgage File except as expressly set forth in this Section 2.2(b). The Custodian shall
be under no duty or obligation to inspect, review, or examine any such documents, instruments or certificates to independently
determine that they are valid, genuine, enforceable, legally sufficient, duly authorized, or appropriate for the represented purpose,
whether the text of any assignment or endorsement is in proper or recordable form (except to determine if the endorsement conforms
to the requirements of Section 2.1(b)), whether any document has been recorded in accordance with the requirements of any
applicable jurisdiction, to independently determine that any document has actually been filed or recorded in the appropriate office,
that any document is other than what it purports to be on its face, or whether the title insurance policies relate to the Property.


 


(c)           Upon
the first anniversary of the Closing Date, the Custodian shall (i) deliver to the Depositor, the Trustee, the Sponsor, the Loan
Borrower, the Servicer and the Special Servicer a final exception report as to any remaining documents that are not in the Mortgage
File and (ii) request that the Sponsor cause such document deficiency to be cured.


 






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Section 2.3. Representations
and Warranties of the Trustee. (a) The Trustee hereby represents and warrants to the other parties hereto that as of
the Closing Date:


 


(i)              the
Trustee is a national banking association, duly organized, validly existing, and is in good standing under the laws of the United
States of America; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise
and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement;


 


(ii)            the
execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will
not violate the Trustee’s articles of association or constitute a default (or an event which, with notice or lapse of time,
or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to
which the Trustee is a party or which may be applicable to the Trustee or any of its assets, which default or breach of such material
contract, agreement or other instrument would have a material adverse effect on the Trustee’s performance of its obligations
hereunder;


 


(iii)           except
to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate
trustee be appointed to act with respect to such property as contemplated by Section 8.10, the Trustee has the full power
and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution,
delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(iv)           this
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation
of the Trustee, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited
by bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the
rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding
in equity or at law);


 


(v)            the
Trustee, to its actual knowledge, is not in violation of, and the execution and delivery of this Agreement by the Trustee and its
performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree
of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States
of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition
(financial or other) or operations of the Trustee or that would materially affect the performance of its duties hereunder or thereunder;


 


(vi)           no
consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory
agency or body, is required for the execution, delivery and performance by the Trustee of this Agreement or if required, such approval
has been obtained prior to the Closing Date;


 






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(vii)           to
the best of the Trustee’s knowledge, no litigation is pending or threatened against the Trustee which would prohibit its
entering into or materially and adversely affect its ability to perform its obligations under this Agreement;


 


(viii)         the
Trustee is covered by errors and omissions insurance coverage which is in full force and effect or otherwise complies with the
requirements of Section 8.6(b); and


 


(ix)            to
its actual knowledge, the Trustee is not Risk Retention Affiliated with the Third Party Purchaser.


 


(b)            The
respective representations and warranties of the Trustee set forth in this Section 2.3 shall survive until the termination
of this Agreement, and shall inure to the benefit of the other parties hereto.


 


Section
2.4. Representations and Warranties of the Servicer. (a) KeyBank, as the Servicer, hereby represents and warrants
to the other parties hereto that as of the Closing Date:


 


(i)             it
is a national banking association duly organized, validly existing, and in good standing under the laws of the United States of
America; it is, and throughout the term of this Agreement shall remain, duly authorized and qualified to transact business in the
jurisdiction where any Property is located to the extent required by applicable law and necessary to ensure the enforceability
of the Trust Loan and the Companion Loan in accordance with the terms thereof and hereof; it possesses and shall continue to possess
all requisite authority, power, licenses, permits, franchise, and approvals to conduct its business and to execute, deliver, and
comply with its obligations under this Agreement;


 


(ii)            the
execution and delivery of this Agreement and its performance of and compliance with the terms hereof in the manner contemplated
by this Agreement will not violate its articles of association or by-laws, or any other material instrument governing its operations,
or any laws, regulations, orders or decrees of any governmental authority applicable to it and will not constitute a default (or
any event which, with notice or lapse of time or both, would constitute a default) under any material contract, agreement, or other
instrument to which it is a party or which may be applicable to any of its assets, which violation or default would have consequences
that would materially and adversely affect its financial condition or its ability to perform its obligations hereunder;


 


(iii)           this
Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms, subject to
bankruptcy laws and other similar laws of general application affecting rights of creditors and subject to the application of the
rules of equity, including those respecting the availability of specific performance;


 


(iv)           it
has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; this Agreement has
been duly executed and delivered by it;


 






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(v)            all
consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for
the execution, delivery and performance of this Agreement by it have been obtained or made;


 


(vi)           there
is no pending action, suit or proceeding, arbitration or governmental investigation against it, the outcome of which, in its reasonable
judgment, could reasonably be expected to prohibit it from entering into this Agreement or materially and adversely affect its
ability to perform its obligations under this Agreement; and


 


(vii)          it
has errors and omissions insurance and fidelity bond coverage which is in full force and effect and complies with the requirements
of Section 3.11(d); and


 


(viii)         the
Servicer is not Risk Retention Affiliated with the Third Party Purchaser.


 


(b)            The
representations and warranties of the Servicer set forth in this Section 2.4 shall survive until termination of this Agreement,
and shall inure to the benefit of the parties hereto.


 


Section 2.5.       Representations
and Warranties of the Special Servicer.  (a) Cohen Financial, a Division of SunTrust Bank, as the Special Servicer, hereby represents and warrants to the other parties
hereto that as of the Closing Date:


 


(i)             it
is a banking corporation, duly organized, validly existing, and in good standing under the laws of the State of Georgia; it is,
and throughout the term of this Agreement shall remain, duly authorized and qualified to transact business in the jurisdiction
where any Property is located to the extent required by applicable law and necessary to ensure the enforceability of the Trust
Loan and the Companion Loan in accordance with the terms thereof and hereof; it possesses and shall continue to possess all requisite
authority, power, licenses, permits, franchise, and approvals to conduct its business and to execute, deliver, and comply with
its obligations under this Agreement;


 


(ii)            the
execution and delivery of this Agreement and its performance of and compliance with the terms hereof in the manner contemplated
by this Agreement will not violate its articles of incorporation or by-laws, or any other material instrument governing its operations,
or any laws, regulations, orders or decrees of any governmental authority applicable to it and will not constitute a default (or
any event which, with notice or lapse of time or both, would constitute a default) under any material contract, agreement, or other
instrument to which it is a party or which may be applicable to any of its assets, which violation or default would have consequences
that would materially and adversely affect its financial condition or its ability to perform its obligations hereunder;


 


(iii)           this
Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms, subject to
bankruptcy laws and other similar laws of general application affecting rights of creditors and subject to the application of the
rules of equity, including those respecting the availability of specific performance;


 






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(iv)           it
has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; this Agreement has
been duly executed and delivered by it;


 


(v)            all
consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for
the execution, delivery and performance of this Agreement by it have been obtained or made;


 


(vi)           there
is no pending action, suit or proceeding, arbitration or governmental investigation against it, the outcome of which, in its reasonable
judgment, could reasonably be expected to prohibit it from entering into this Agreement or materially and adversely affect its
ability to perform its obligations under this Agreement; and


 


(vii)          it
has errors and omissions insurance and fidelity bond coverage which is in full force and effect and complies with the requirements
of Section 3.11(d).


 


(b)            The
representations and warranties of the Special Servicer set forth in this Section 2.5 shall survive until termination of
this Agreement, and shall inure to the benefit of the parties hereto.


 


Section 2.6.      Representations
and Warranties of the Depositor.  (a) The Depositor hereby represents and warrants to the other parties hereto that
as of the Closing Date:


 


(i)             the
Depositor is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware, with
full power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations
under this Agreement, and to create the trust pursuant hereto;


 


(ii)            the
execution, delivery and performance of this Agreement by the Depositor have been duly authorized by all necessary corporate action
on the part of the Depositor; neither the execution, delivery and performance of this Agreement, nor the consummation of the transactions
herein contemplated, nor the compliance with the provisions hereof, will conflict with or result in a breach of, or constitute
a default under (A) any of the provisions of any law, rule, regulation, judgment, decree or order binding on the Depositor, (B)
the organizational documents of the Depositor, or (C) the terms of any indenture or other agreement or instrument to which the
Depositor is a party or by which it is bound or any statute, order or regulation of any court, regulatory body, administrative
agency or governmental body having jurisdiction over it;


 


(iii)           the
execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby
and thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other
action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected
or taken prior to the date hereof;


 


(iv)           this
Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the
other parties hereto,


 



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constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its
terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar
laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement
is considered in a proceeding in equity or at law);


 


(v)            there
are no actions, suits or proceedings pending or, to the best of the Depositor’s knowledge, threatened or likely to be asserted
against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect
to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the
Depositor will be determined adversely to the Depositor and will, if determined adversely to the Depositor, materially and adversely
affect its ability to perform its obligations under this Agreement;


 


(vi)           the
Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default would materially and adversely affect the ability of the Depositor to perform
its obligations hereunder;


 


(vii)          other
than the actions taken pursuant to this Agreement, the Depositor has taken no action to impair or encumber the title to the Trust
Loan or to subject it to any offsets, defenses or counterclaims during the Depositor’s ownership thereof;


 


(viii)         the
Depositor is accounting for the transfer of the Trust Loan as a sale under generally accepted accounting principles and, for federal
income tax purposes;


 


(ix)            the
Depositor is not, and, after giving effect to the transfers contemplated under this Agreement, will not be, insolvent; and


 


(x)             the
Depositor has not transferred the Trust Loan with an intent to hinder, delay or defraud its creditors.


 


(b)            The
representations and warranties of the Depositor set forth in Section 2.5 shall survive until termination of this Agreement,
and shall inure to the benefit of the Certificateholders, the Certificate Administrator, the Trustee, the Servicer and the Special
Servicer.


 


(c)            Neither
the Depositor nor any of its Affiliates shall insure or guarantee distributions on the Certificates. Subject to Section 2.6(a)
and (b), neither the Certificateholders nor the Trustee or the Certificate Administrator on their behalf shall have any
rights or remedies against the Depositor for any losses or other claims in connection with the Certificates or the Trust Loan except
as expressly set forth herein.


 


Section 2.7.      Representations
and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby represents and warrants to
the other parties hereto that as of the Closing Date:


 






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(i)             it
is a national banking association duly organized, validly existing, and in good standing under the laws of the United States of
America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits,
franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement;


 


(ii)            the
execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of
this Agreement will not violate the Certificate Administrator’s articles of association or constitute a default (or an event
which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract,
agreement or other instrument to which it is a party or which may be applicable to the Certificate Administrator or any of its
assets, which default or breach of such material contract, agreement or other instrument would have a material adverse effect on
the Certificate Administrator’s performance of its obligations hereunder;


 


(iii)           the
Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement,
has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(iv)           this
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation
of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement
may be limited by bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or
affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered
in a proceeding in equity or at law);


 


(v)            the
Certificate Administrator, to its actual knowledge, is not in violation of, and the execution and delivery of this Agreement by
the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation
with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental
agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially
and adversely affect the condition (financial or other) or operations of the Certificate Administrator or that would materially
affect the performance of its duties hereunder or thereunder;


 


(vi)           no
consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory
agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if
required, such approval has been obtained prior to the Closing Date;


 


(vii)           to
the best of the Certificate Administrator’s knowledge, no litigation is pending or threatened against the Certificate Administrator
which would prohibit its 


 






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entering into or materially and adversely affect its ability to perform its obligations under this Agreement;
and


 


(viii)           the
Certificate Administrator is covered by errors and omissions insurance coverage which is in full force and effect or otherwise
complies with the requirements of Section 8.6(b); and


 


(ix)            to
its actual knowledge, the Certificate Administrator is not Risk Retention Affiliated with the Third Party Purchaser.


 


(b)            The
respective representations and warranties of the Certificate Administrator set forth in this Section 2.7 shall survive until
the termination of this Agreement, and shall inure to the benefit of the other parties hereto.


 


Section 2.8.    Representations
and Warranties of the Operating Advisor.  


 


(a)            The
Operating Advisor hereby represents and warrants to the other parties hereto that as of the Closing Date:


 


(i)             it
is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of New York,
and the Operating Advisor is in compliance with the laws of the State in which the 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)           the
Operating Advisor possesses sufficient financial strength to fulfill its duties and responsibilities pursuant to this Agreement
over the life of the Trust Fund;


 


(v)           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


 



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(B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in
equity or at law;


 


(vi)           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;


 


(vii)          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 3.11 hereof;


 


(viii)         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;


 


(ix)            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; and


 


(x)             the
Operating Advisor is an Eligible Operating Advisor.


 


Section 2.9. Representations
and Warranties Contained in the Loan Purchase Agreement.  (a) If
(i) any party hereto (A) discovers or receives notice alleging that any document required to be delivered to the Custodian pursuant
to Section 2.1 is not delivered as and when required, is not properly executed or is defective (each, a “Defect”)
or (B) discovers or receives notice alleging a breach of any representation or warranty made by the Sponsor relating to the Trust
Loan as set forth in Exhibit A to the Loan Purchase Agreement (a “Breach”) or (ii) the Special Servicer
or the Depositor receives a Repurchase Communication of a request or demand for repurchase of the Trust Loan alleging a Defect
or Breach (any such request or demand, a “Repurchase Request”), then such party shall give prompt written notice
of such Defect, Breach or Repurchase Request to the Sponsor, the Companion Loan Holders, the Controlling Class Representative
(so long as no Control Termination Event is continuing), the other parties hereto and, subject to Section 10.17, the Rating
Agency (to the extent notice has not previously been delivered to such Persons pursuant to this sentence). The Special Servicer
shall determine if any


 



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such Defect or Breach materially and adversely affects the value of the Trust Loan or the interests of
the Certificateholders therein or causes the Trust Loan to fail to be a “qualified mortgage” within the meaning of
Section 860G(a)(3) of the Code (but without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats a defective
obligation as a qualified mortgage, or any substantially similar successor provision) (any such Defect or Breach, a “Material
Document Defect” and a “Material Breach,” respectively). If such Defect or Breach has been determined
to be a Material Document Defect or Material Breach, then the Special Servicer shall give prompt written notice thereof to the
Sponsor, the other parties hereto and subject to Section 10.17, to the Rating Agency. If such determination is that the
Defect or the Breach is a Material Document Defect or a Material Breach, the Special Servicer shall (A) request that the Sponsor
(i) repurchase the Trust Loan at an amount equal to the Repurchase Price, (ii) promptly cure such Material Document Defect or
Material Breach, as the case may be, in each case in accordance with the terms of the Loan Purchase Agreement or (iii) indemnify
the Trust for the losses directly related to such Material Breach or Material Document Defect, subject to receipt of a Rating
Agency Confirmation from the Rating Agency with respect to such action and (B) give prompt written notice thereof to the Controlling
Class Representative (prior to the occurrence and continuance of a Control Termination Event); provided that with respect
to any Material Breach or Material Document Defect that would cause the Trust Loan not to be a “qualified mortgage”
within the meaning of Section 860G(a)(3) of the Code, the Sponsor will be required to cure such Material Document Defect or Material
Breach or to repurchase the Trust Loan at the Repurchase Price within ninety (90) days of the date of discovery of such Material
Document Defect or Material Breach. If a Responsible Officer of the Certificate Administrator or a Servicing Officer of the Servicer
or the Special Servicer, has actual knowledge that the Sponsor has defaulted on its obligation to repurchase the Trust Loan under
the Loan Purchase Agreement, such entity shall promptly notify the Trustee, the Certificate Administrator, the Servicer and the
Special Servicer, as applicable, and the Certificate Administrator shall notify the Certificateholders of such default. The Special
Servicer shall enforce the obligations of the Sponsor under Section 8 of the Loan Purchase Agreement. Such enforcement, including,
without limitation, the legal prosecution of claims, shall be carried out in such form, to such extent and at such time as if
it were, in its individual capacity, the owner of the Trust Loan. The Special Servicer shall be reimbursed for the reasonable
costs of such enforcement (it being understood that a Liquidation Fee shall be payable to the Special Servicer as and only to
the extent provided herein): first, from a specific recovery of costs, expenses or attorneys’ fees against the Sponsor;
second, out of the Repurchase 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 clause (viii) of Section 3.4(c) out of collections on the Trust Loan on deposit
in the Collection Account.


 


If the Special Servicer
or the Depositor receives a Repurchase Communication of a withdrawal of a Repurchase Request of which notice has been previously
received or given and which withdrawal is by the Person making such Repurchase Request (a “Repurchase Request Withdrawal”),
such party shall give written notice of such Repurchase Request Withdrawal to the Sponsor, the Controlling Class Representative
(prior to the occurrence and continuance of a Control Termination Event), the other parties hereto and, subject to Section 10.17
of this Agreement, the Rating Agency (to the extent notice has not previously been delivered to such Persons pursuant to this sentence).


 






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Each notice of a Repurchase
Request or Repurchase Request Withdrawal required to be given by a party pursuant to this Section 2.9(a) (each, a “15Ga-1
Notice”) shall be given no later than the tenth (10th) Business Day after receipt of a Repurchase Communication of such
Repurchase Request or receipt of a Repurchase Communication of such Repurchase Request Withdrawal, and shall include (i) the identity
of the portion of the Trust Loan, (ii) the date such Repurchase Request was received or the date such Repurchase Request Withdrawal
was received, as applicable, (iii) if known, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (iv)
in the case of 15Ga-1 Notices provided by the Special Servicer, a statement as to whether the Special Servicer currently plans
to pursue such Repurchase Request.


 


In the event that the
Certificate Administrator, the Trustee, the Custodian or the Servicer receives a Repurchase Communication of a Repurchase Request
or Repurchase Request Withdrawal, such party shall promptly forward such Repurchase Request or Repurchase Request Withdrawal to
the Special Servicer and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative,
and include the following statement in the related correspondence: “This is a “Repurchase Request” or a “Repurchase
Request Withdrawal” under Section 2.9(a) of the Trust and Servicing Agreement relating to the CSMC Trust 2017-CALI,
Commercial Mortgage Pass-Through Certificates, Series 2017-CALI, requiring action by you as the recipient of such Repurchase Request
or Repurchase Request Withdrawal thereunder”. Upon receipt of such Repurchase Request or Repurchase Request Withdrawal by
the Special Servicer, the Special Servicer shall be deemed to be the recipient of such Repurchase Request or Repurchase Request
Withdrawal, and the Special Servicer shall comply with the notice procedures set forth in this Section 2.9(a) with respect
to such Repurchase Request or Repurchase Request Withdrawal.


 


No Person that is required
to provide a 15Ga-1 Notice pursuant to this Section 2.9(a) (a “15Ga-1 Notice Provider”) shall be required
to provide any information in a 15Ga-1 Notice that is protected by the attorney-client privilege or the attorney work product doctrine.
The Loan Purchase Agreement will provide that (i) any 15Ga-1 Notice provided pursuant to this Section 2.9(a) is so provided
only to assist the Sponsor, the Depositor and 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
15Ga-1 Notice Provider and (B) no information provided pursuant to this Section 2.9(a) by a 15Ga-1 Notice Provider in a
15Ga-1 Notice shall be deemed to constitute a waiver or defense to the exercise of any legal right that such 15Ga-1 Notice Provider
may have with respect to the Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject of a
15Ga-1 Notice.


 


(b)           Upon
receipt by the Servicer from the Sponsor of the Repurchase Price for the Trust Loan (including any indemnification payment to the
Trust by the Sponsor), the Servicer, as applicable, shall deposit such amount in the Collection Account, and the Certificate Administrator
shall, upon receipt of a certificate of a Servicing Officer certifying as to the receipt by the Servicer of the Repurchase Price
and the deposit of the Repurchase Price into the Collection Account pursuant to this Section 2.9(b), (i) release or cause
to be released to the designee of the Sponsor the Repurchase Mortgage File and the Trustee, the Custodian and the Certificate Administrator
shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty
(except that the Trust Loan is owned by


 



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the Trust and is being sold free and clear of liens and encumbrances), as shall be prepared
by such designee to vest in such designee the Trust Loan (or allocable portion thereof) released pursuant hereto and the Certificate
Administrator, the Trustee, the Servicer and the Special Servicer shall have no further responsibility with regard such Repurchase
Mortgage File and (ii) release or cause to be released to the Sponsor any escrow payments and reserve funds held by the Trustee,
or on the Trustee’s behalf, in respect of the Trust Loan. Upon receipt by the Servicer from the Sponsor of an indemnification
payment in respect of the Trust Loan, the Servicer or Special Servicer, as applicable, shall deposit (or if received by the Special
Servicer, remit owed amounts to the Servicer for deposit) such amount in the Collection Account.


 


(c)           Notwithstanding
anything to the contrary herein, no Defect (except for a Defect with respect to the document described in clause (i) of
Section 2.1(b) and the documents described in clauses (ii)(B), (C) and (G) of Section 2.1(b))
shall be considered to be a Material Document Defect unless the document with respect to which a Defect exists is required in connection
with (A) an imminent enforcement of the Loan Lender’s rights or remedies under the Trust Loan; (B) defending any claim asserted
by the Loan Borrower or third party with respect to the Trust Loan; (C) establishing the validity or priority of any lien on any
collateral securing the Trust Loan; or (D) any immediate significant servicing obligations, including without limitation, making
a claim under a title policy. The Trust’s sole remedy against the Sponsor in connection with a Material Document Defect shall
be to enforce the repurchase claim in accordance with the provisions of the Loan Purchase Agreement.


 


Section 2.10. Execution
and Delivery of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee acknowledges the assignment
in trust by the Depositor to the Trustee of the Trust Loan Notes and other assets comprising the Trust Fund. Concurrently with
such assignment and delivery and in exchange therefor, (i) the Certificate Administrator acknowledges the issuance of (x) the
Uncertificated Lower-Tier Interests to the Depositor and (y) the Class LT-R Interest, in exchange for the Trust Loan, receipt
of which is hereby acknowledged, (ii) immediately thereafter, the Certificate Administrator acknowledges (x) the assignment by
the Depositor to the Trustee of the Uncertificated Lower-Tier Interests, and in exchange therefor that it (y) has executed and
has authenticated and delivered to or upon the order of the Depositor, the Regular Certificates and has issued the Class UT-R
Interest, and (z) has executed and has authenticated and delivered to or upon the order of the Depositor, the Class R Certificates,
representing the Class LT-R and Class UT-R Interests, and (iii) the Depositor hereby acknowledges the receipt by it or its designees,
of the Regular Certificates in authorized denominations and the Class UT-R Interest evidencing the entire beneficial ownership
of the Upper-Tier REMIC.


 


Section 2.11. Miscellaneous
REMIC Provisions.   (a) The Class A, Class X-A, Class X-B, Class B, Class C, Class D, Class E, Class F, Class
G and Class HRR Certificates are hereby designated as the “regular interests” in the Upper-Tier REMIC within the meaning
of Section 860G(a)(1) of the Code. The Class UT-R Interest, represented by the Class R Certificates, is hereby designated as the
sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Section 860G(a)(2) of the Code.


 


(b)           The
Class LA, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG and Class LHRR Uncertificated Interests are hereby designated
as the “regular interests” in


 



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the Lower-Tier REMIC within the meaning of Section 860G(a)(1) of the Code, and the Class
LT-R Interest, represented by the Class R Certificates, is hereby designated as the sole class of “residual interests”
in the Lower-Tier REMIC within the meaning of Section 860G(a)(2) of the Code.


 


Section 2.12. Resignation
Upon Prohibited Risk Retention Affiliation.  Upon the occurrence of (i) a Servicing Officer of the Servicer or a
Responsible Officer of the Certificate Administrator, the Custodian or the Trustee, as applicable, obtaining actual knowledge
that the Servicer, the Certificate Administrator or the Trustee, as applicable, is or has become a Risk Retention Affiliate of
the Third Party Purchaser (an “Impermissible TPP Affiliate”), (ii) the Servicer, the Certificate Administrator,
the Custodian or the Trustee receiving written notice by any other party to this Agreement, the Third Party Purchaser, any Sponsor
or any Initial Purchaser that the Servicer, the Certificate Administrator, the Custodian or the Trustee, as applicable, is or
has become an Impermissible TPP Affiliate, or (iii) the Operating Advisor obtaining actual knowledge that it is or has become
a Risk Retention Affiliate of the Third Party Purchaser or any other party to this Agreement (an “Impermissible Operating
Advisor Affiliate”; and either of an Impermissible TPP Affiliate and an Impermissible Operating Advisor Affiliate being
an “Impermissible Risk Retention Affiliate”), then in each such case the 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 3.29(m), Section 6.6 or Section 8.7. 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
the 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 acquiring an interest
in such Impermissible Risk Retention Affiliate or an affiliate of such Impermissible Risk Retention Affiliate, then such costs
and expenses will be an expense of the Issuing Entity.


 


Article
3



ADMINISTRATION AND SERVICING OF THE WHOLE LOAN


 


Section 3.1. Servicer
to Act as the Servicer; Special Servicer to Act as the Special Servicer.  The Servicer (other than during the continuance
of a Special Servicing Loan Event) and the Special Servicer (during the continuance of a Special Servicing Loan Event), each as
an independent contractor, shall service and administer the Whole Loan and administer Foreclosed Property solely on behalf of
the Trust Fund, in the best interest of, and for the benefit of, the Certificateholders and the Companion Loan Holders as a collective
whole as if such Certificateholders and the Companion Loan Holders constituted one lender (taking into account the subordinate
nature of the B-Note) (as determined by the Servicer or the Special Servicer, as applicable, in the exercise of its good faith
and reasonable judgment), in accordance with applicable law (including the REMIC Provisions), the terms of this Agreement, the
Co-Lender Agreement and the Loan Documents and, to the extent consistent with the foregoing, the following standards: (i) the
higher of (a) the same manner in which and with the same care, skill, prudence and diligence with which the Servicer or the Special
Servicer, as applicable, services and administers similar loans and administers foreclosed properties for other third-party


 



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portfolios,
giving due consideration to customary and usual standards of practice of prudent institutional commercial mortgage lenders in
servicing their own loans and administering their own foreclosed properties, or (b) with the care, skill, prudence and diligence
the Servicer or the Special Servicer, as applicable, uses for loans which it owns or for foreclosed properties it owns and administers;
(ii) with a view to the timely collection of (a) all scheduled payments of principal and interest under the Whole Loan or, with
respect to the Special Servicer, if the Whole Loan comes into and continues in default and if no satisfactory arrangements can
be made for the collection of the delinquent payments, the maximization of the recovery on the Whole Loan to the Certificateholders
and the Companion Loan Holders (as a collective whole as if the Certificateholders and the Companion Loan Holders constituted
a single lender) (taking into account the subordinate nature of the B-Note) on a net present value basis and (b) the Loan Borrower
Reimbursable Trust Fund Expenses and other amounts due under the Whole Loan and (iii) without regard to:


 


(A)           any
relationship that the Servicer or the Special Servicer or any affiliate thereof may have with the Loan Borrower, the Sponsor, the
Depositor, any Companion Loan Holders or any of their respective affiliates;


 


(B)            the
ownership of any Certificate (or Companion Loan) or any interest in Companion Loan by the Servicer or Special Servicer or by any
affiliate of the Servicer or the Special Servicer;


 


(C)            in
the case of the Servicer, its obligation to make Advances;


 


(D)            the
right of the Servicer or the Special Servicer or any affiliate thereof to receive reimbursement of costs, compensation or other
fees (other than Advances), or the sufficiency of any compensation payable to it under this Agreement or with respect to any particular
transaction; or


 


(E)            the
ownership, servicing or management for others of any other loans or property by the Servicer or the Special Servicer.


 


Subject to the above-described
servicing standards (hereinafter referred to as “Accepted Servicing Practices”) and the terms of this Agreement
and of the Loan Documents, the Servicer and the Special Servicer each shall have full power and authority, acting alone and/or
through one or more sub-servicers as provided in Section 3.2, to do or cause to be done any and all things in connection
with such servicing and administration which it may deem necessary or desirable. The Servicer and the Special Servicer shall service
and administer the Trust Loan and the Companion Loan in accordance with applicable state and federal law. At the written request
of the Servicer or the Special Servicer, as applicable, accompanied by the form of power of attorney or other documents being requested,
the Trustee shall furnish to the Servicer or the Special Servicer any powers of attorney (substantially in the form of Exhibit
N hereto or such other form that is reasonably acceptable to the Servicer or the Special Servicer, as applicable, and to the
Trustee) and other documents necessary or appropriate to enable such Servicer or the Special Servicer to carry out its servicing
and administrative duties hereunder, and the Trustee shall not be held responsible (and shall be indemnified by the Servicer or
the Special Servicer) for any negligence or misuse by the Servicer or the Special Servicer in its uses of any such


 



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powers of attorney
or other document. Notwithstanding anything contained herein to the contrary, the Servicer and the Special Servicer shall not without
the Trustee’s prior written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without
indicating the representative capacity of the Servicer or the Special Servicer, as applicable, or (ii) take any action with the
intent to, and which actually does cause, the Trustee to be registered to do business in any state.


 


The liability of each
of the Servicer and the Special Servicer, as applicable, for actions and omissions in its capacity as Servicer and the Special
Servicer, respectively, hereunder is limited as provided herein (including, without limitation, pursuant to Section 6.3).
Nothing contained in this Agreement shall be construed as an express or implied guarantee by the Servicer or the Special Servicer
of the collectibility of the Trust Loan and the Companion Loan.


 


Section 3.2. Sub-Servicing
Agreements.  (a) The Special Servicer shall not engage any sub-servicer or enter into any sub-servicing agreement.
The Servicer, at its own expense without a right of reimbursement under this Agreement or otherwise, may enter into sub-servicing
agreements with sub-servicers for the servicing and administration of the Trust Loan and the Companion Loan, provided that
(i) any such sub-servicing agreement shall be upon such terms and conditions as are not inconsistent with this Agreement and as
the Servicer and the sub-servicer have agreed, and (ii) no sub-servicer retained by the Servicer shall grant any modification,
waiver, or amendment to the Loan Documents without the approval of the Servicer. References in this Agreement to actions taken
or to be taken, and limitations on actions permitted to be taken, by the Servicer in servicing the Whole Loan include actions
taken or to be taken by a sub-servicer on behalf of the Servicer. Each sub-servicer shall be (i) authorized to transact business
and licensed in the applicable state(s), if, and to the extent, required by applicable law to enable the sub-servicer to perform
its obligations under the applicable sub-servicing agreement, and (ii) qualified to perform its obligations under the applicable
sub-servicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received any amount when the sub-servicer
receives such amount, irrespective of whether such amount is remitted to the Servicer for deposit in the Collection Account, any
Cash Management Account, any Reserve Account or the Distribution Account, and actions taken by the sub-servicer shall be deemed
to be actions of the Servicer. The Servicer shall notify the Operating Advisor, the Certificate Administrator, the Trustee, the
Loan Borrower and the Depositor in writing promptly upon the appointment of any sub-servicer and promptly furnish the Trustee
and the Certificate Administrator, upon its request, with a copy of the sub-servicing agreement. No sub-servicer shall be permitted
to enter into any sub-servicing agreement with other sub-servicers without the prior written consent of the Servicer.


 


(b)           Notwithstanding
any sub-servicing agreement, the Servicer shall remain obligated and liable to the Trustee and the Certificateholders for the servicing
and administering of the Trust Loan and the Companion Loan in accordance with the provisions of Section 3.1 without diminution
of such obligation or liability by virtue of such sub-servicing agreement, or by virtue of indemnification from a sub-servicer,
and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Whole
Loan.


 






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(c)           Any
sub-servicing agreement entered into by the Servicer shall provide that it may be assumed or terminated by (i) the Trustee if the
Trustee has assumed the duties of the Servicer or if the Servicer is otherwise terminated pursuant to the terms of this Agreement,
or (ii) a successor Servicer if such successor Servicer has assumed the duties of the Servicer, without cost or obligation to the
Trustee, the Certificate Administrator, the successor Servicer, the Trust or the Trust Fund.


 


(d)           Any
sub-servicing agreement, and any other transactions or services relating to the Whole Loan involving a sub-servicer, shall be deemed
to be between the Servicer and such sub-servicer alone, and the Certificate Administrator, the Trustee, the Depositor, the Trust
and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities
with respect to the sub-servicer, and no provision herein shall be construed so as to require the Trust, the Trustee, the Certificate
Administrator or the Depositor to indemnify any such sub-servicer. The Servicer is permitted, at its own expense, or to the extent
that a particular expense is provided herein to be an Advance or an expense of the Trust, at the expense of the Trust, to utilize
other agents or attorneys typically used by servicers of mortgage loans underlying commercial mortgage backed securities in performing
its obligations under this Agreement.


 


(e)           Notwithstanding
anything herein, each of the initial Servicer and the initial Special Servicer may delegate certain of its duties and obligations
hereunder to an Affiliate of the Servicer or Special Servicer, as applicable. Such delegation shall not be considered a sub-servicing
agreement hereunder, and the requirements and obligations set forth herein applicable to sub-servicing agreements, sub-servicers
or Servicing Function Participants shall not be applicable to such arrangement. Notwithstanding any such delegation, the Servicer
and the Special Servicer shall remain obligated and liable for the performance of their respective 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 each alone
were servicing and administering the Whole Loan as required hereby.


 


(f)           The
parties hereto acknowledge that the Whole Loan is subject to the terms and conditions of the Co-Lender Agreement and recognize
the respective rights and obligations of the Trust, as holder of the Trust Loan, and of the Companion Loan Holders under the Co-Lender
Agreement, including: (i) with respect to the allocation of collections on or in respect of the Whole Loan, and the making of remittances,
to the Trust, as holder of the Trust Loan, and to the Companion Loan Holders; (ii) with respect to the allocation of expenses and
losses relating to the Whole Loan to the Trust, as holder of the Trust Loan, and to the Companion Loan Holders and (iii) to the
extent provided for under the Co-Lender Agreement, the consultation rights of the Companion Loan Holders. With respect to the Whole
Loan, the Servicer (if the Whole Loan is not a Specially Serviced Loan) or the Special Servicer (if the Whole Loan has become a
Specially Serviced Loan or any Property has been converted to a Foreclosed Property) shall prepare and provide to each Companion
Loan Holder all notices, reports, statements and communications to be delivered by the holder of the Trust Loan under the Co-Lender
Agreement, and shall perform all duties and obligations to be performed by a servicer and perform all servicing related duties
and obligations to be performed by the holder of the Trust Loan pursuant to the Co-Lender Agreement. In the event of any conflict
between this


 



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Agreement and the Co-Lender Agreement, the terms of the Co-Lender Agreement shall control with respect to the Whole
Loan.


 


(g)           Notwithstanding
anything to the contrary herein, at no time shall the Servicer or the Trustee be required to make any advance of delinquent scheduled
monthly payments of principal or interest with respect to the Companion Loan.


 


(h)           To
the extent required under the Loan Documents or the Co-Lender Agreement, the Servicer shall, on behalf of the Loan Lender, maintain
a note register for the Whole Loan in accordance with the Loan Documents or the Co-Lender Agreement. The Sponsor is the initial
and sole holders of the Companion Loan as of the Closing Date, and notices regarding such ownership shall be addressed to the Sponsor
at the address set forth in Section 10.4.


 


Section 3.3. Cash
Management Account.  A Lockbox Account and a Cash Management Account have been or shall be established pursuant
to the terms of the Loan Agreement, the Cash Management Agreement and the Lockbox Account Agreement. The Servicer shall exercise
and enforce the rights of the Trust Fund with respect to the Cash Management Account and the Lockbox Account under the Loan Agreement,
the Cash Management Agreement and the Lockbox Account Agreement in accordance with Accepted Servicing Practices and the other
terms of this Agreement and the other Loan Documents.


 


Section 3.4. Collection
Account. (a) The Servicer shall establish and maintain in the name of “KeyBank National Association, as Servicer
on behalf of U.S. Bank National Association, as Trustee for the benefit of the Certificateholders of CSMC Trust 2017-CALI, Commercial
Mortgage Pass-Through Certificates, Series 2017-CALI” and the Companion Loan Holders one or more deposit accounts (the “Collection
Account”). The Collection Account must be an Eligible Account. The Servicer shall deposit into the Collection Account
within two Business Days of receipt of properly identified and available funds the following amounts representing payments and
collections received or made during each Collection Period on or with respect to the Whole Loan:


 


(i)           all
payments on account of principal on the Whole Loan;


 


(ii)           all
payments on account of interest on the Whole Loan, including Default Interest;


 


(iii)         any
amount representing reimbursements by the Loan Borrower of Advances, interest thereon, and any other expenses of the Depositor,
the Certificate Administrator, the Custodian, the Trustee, the Servicer or the Special Servicer, as applicable, as required by
the Loan Documents or hereunder;


 


(iv)         any
other amounts payable for the benefit of the Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the
Certificateholders under the Trust Loan;


 






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(v)          any
amounts required to be deposited pursuant to Section 3.8(b) in connection with net losses realized on Permitted Investments
with respect to funds held in the Collection Account;


 


(vi)         all
Net Foreclosure Proceeds received from the Special Servicer pursuant to Section 3.14 and all Net Liquidation Proceeds, Insurance
Proceeds and Condemnation Proceeds (to the extent not needed for the repair or restoration of the Property); and


 


(vii)        any
other amounts required by the provisions of this Agreement to be deposited into the Collection Account by the Servicer, including,
without limitation, any (1) proceeds of any repurchase of the Trust Loan pursuant to Section 2.9(b) and the Loan Purchase
Agreement and any indemnification amounts paid by the Sponsor pursuant to the Loan Purchase Agreement, (2) proceeds of the sale
of the Whole Loan by the Special Servicer pursuant to Section 3.16, or (3) amounts payable under the Loan Documents by any
Person to the extent not specifically excluded.


 


The foregoing requirements
for deposits in the Collection Account by the Servicer shall be exclusive, it being understood and agreed that, without limiting
the generality of the foregoing, payments (if any) in the nature of additional compensation (other than Default Interest and late
payment charges) to which the Servicer or Special Servicer, as applicable are entitled pursuant to Section 3.17 and any
reimbursement made by the Loan Borrower of expenses of the Servicer or the Special Servicer need not be deposited in the Collection
Account by the Servicer or Special Servicer and, to the extent permitted by applicable law, the Servicer or the Special Servicer,
as applicable, shall be entitled to retain any such fees and expense reimbursements received with respect to the Whole Loan.


 


(b)           Funds
in the Collection Account may be invested in Permitted Investments in accordance with the provisions of Section 3.8. The
Servicer shall on the Closing Date give written notice to the Certificate Administrator of the location and account number of the
Collection Account and shall notify the Certificate Administrator in writing prior to any subsequent change thereof.


 


(c)           On
or prior to each Remittance Date, (or following the securitization of the Companion Loan, in the case of clause (viii) below,
on or prior to the day which is the earlier of (A) the Remittance Date and (B) the Business Day following the “determination
date” (or any term substantially similar thereto), as such term is defined in the related Other Pooling and Servicing Agreement
as long as such determination date is no earlier than the 6th day of the calendar month), prior to the remittance of
funds to the Certificate Administrator for deposit in the Distribution Account pursuant to Section 3.5, the Servicer shall
make withdrawals from the Collection Account (which withdrawals shall be the only permitted withdrawals from the Collection Account
by the Servicer) as described below (the order set forth below not constituting an order of priority for such withdrawals) (subject
to the terms and payment priorities in the Co-Lender Agreement):


 


(i)            to
withdraw funds deposited in the Collection Account in error;


 






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(ii)           concurrently,
to pay the Servicing Fee to the Servicer (or with respect to any Excess Servicing Fee Rights, to pay any Excess Servicing Fees
to the holder of such Excess Servicing Fee Rights), the Certificate Administrator Fee (including the portion that is the Trustee
Fee) to the Certificate Administrator, the Operating Advisor Fee to the Operating Advisor and the CREFC® Intellectual
Property Royalty License Fees to CREFC®, as applicable;


 


(iii)          to
pay to the Operating Advisor the Operating Advisor Consulting Fee (but only to the extent actually received from the Loan Borrower);


 


(iv)         to
pay (a) to the Servicer, as additional compensation, any income earned (net of losses (subject to Section 3.8(b)) on the
investment of funds deposited in the Collection Account and any Reserve Account (to the extent not payable to the Loan Borrower);
and (b) the Special Servicing Fee, if any, the Work-out Fee, if any, and the Liquidation Fee, if any, to the Special Servicer (with
respect to clauses (a) and (b), in that order);


 


(v)           to
reimburse the Trustee and the Servicer, in that order, for (a) Advances made by each and not previously reimbursed from late payments
received during the applicable period on the Whole Loan, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds (to the
extent not needed for the repair or restoration of the Property) and other collections on the Whole Loan; provided that
any Advance that has been determined to be a Nonrecoverable Advance shall be reimbursed pursuant to clause (vi) below and
(b) unpaid interest on such Advances at the Advance Rate; provided, however, that prior to (x) final liquidation
of the Property or (y) the final payment and release of the Mortgages, interest on Advances shall be paid first out of Default
Interest or late payment charges collected in the related Collection Period before such interest on Advances is paid out of other
amounts on deposit in the Collection Account;


 


(vi)         to
reimburse the Trustee and the Servicer, in that order, for any Nonrecoverable Advances made by each and not previously reimbursed
that are not covered by clause (v)(a) above together with unpaid interest thereon at the Advance Rate;


 


(vii)        (a)
to reimburse the Trustee and the Servicer, in that order, for interest on Monthly Payment Advances and (b) if all or a portion
of the Companion Loan is part of an Other Securitization Trust, to the extent required by the Co-Lender Agreement, to pay the applicable
party to the related Other Pooling and Servicing Agreement for any interest accrued on Companion Loan Advances made thereby; provided,
however, that prior to (x) final liquidation of the Property or (y) the final payment and release of the Mortgages, interest
on Advances shall be paid first out of Default Interest or late payment charges collected in the related Collection Period before
such interest on Advances is paid out of other amounts on deposit in the Collection Account;


 


(viii)       to
remit to the Companion Loan Holders all remaining amounts on deposit in the Collection Account payable to the Companion Loan Holders
pursuant to the Co-Lender Agreement with respect to the Companion Loan;


 






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(ix)          to
make any other required payments (other than payments under clause (vii) above and normal monthly remittances and reimbursements
pursuant to clause (viii) above) due under the Co-Lender Agreement to the holders of the Companion Loan;


 


(x)           to
reimburse the Trustee, the Certificate Administrator, the Custodian, the Servicer and the Special Servicer, in that order, for
expenses incurred by them in connection with the liquidation of the Property and not otherwise covered and paid by an insurance
policy or deducted from the proceeds of liquidation;


 


(xi)          to
pay to the Servicer or the Special Servicer, as applicable, as additional compensation, to the extent actually received from the
Loan Borrower (and permitted by, or not prohibited by, and allocated as such pursuant to the terms of the Loan Documents and this
Agreement) and deposited into the Collection Account by the Servicer, any payments in the nature of late payment fees and Default
Interest (to the extent remaining after payments pursuant to clause (iv) above), assumption fees, assumption application fees,
substitution fees, release fees, Modification Fees, consent fees, amounts collected for checks returned for insufficient funds,
charges for beneficiary statements or demands, defeasance fees (if applicable), loan service transaction and processing fees and
similar fees and expenses; provided that such amounts received during each Collection Period shall not be required to be
deposited into the Collection Account and shall be deemed to have been deposited in the Collection Account and withdrawn pursuant
to this clause (x) solely for the purpose of determining the Available Funds Reduction Amount in connection with the calculation
of Available Funds for the related Distribution Date;


 


(xii)         to
pay or reimburse the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Servicer, the Special Servicer and
the Operating Advisor, in that order, for indemnities, expenses and any other amounts then due and payable or reimbursable (including
any Trust Fund Expenses) to each pursuant to the terms of this Agreement and not previously paid or reimbursed pursuant to the
preceding clauses; and


 


(xiii)        to
the extent not previously paid or advanced, to pay to the Certificate Administrator (or set aside for eventual payment) any and
all taxes imposed on the Trust or the Trust Fund by federal or state governmental authorities; provided, that, if such taxes
are the result of the Depositor’s, Servicer’s, Special Servicer’s, the Operating Advisor’s, the Certificate
Administrator’s or Trustee’s, as applicable, negligence, bad faith or willful misconduct in performing its obligations
hereunder, such amounts may not be withdrawn from the Collection Account, but will be paid by such party that was negligent, acted
in bad faith or engaged in willful misconduct pursuant to Sections 6.7 and 8.12, as applicable.


 


The remittance set forth
in clauses (vii)(b), (viii) and (ix) above shall be made by the Servicer as a single remittance.


 


For the avoidance of
doubt, in furtherance of the terms of the Co-Lender Agreement, payment of the portion of the Servicing Fee not constituting the
Primary Servicing Fee on the Whole Loan, the Certificate Administrator Fee (including the portion that is the


 



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Trustee Fee), the
Operating Advisor Fee, the CREFC® Intellectual Property Royalty License Fee, Trust Fund Expenses, reimbursement
of Monthly Payment Advances and all other amounts withdrawn from the Collection Account that relate to the Trust or the inclusion
of the Trust Loan in the Trust and are not expenses related to the servicing or administration of the Whole Loan shall be payable
out of amounts allocated to the Trust Loan under the Co-Lender Agreement and are not intended to reduce amounts allocated to the
Companion Loan under the Co-Lender Agreement.


 


Notwithstanding the foregoing,
with respect to any Remittance Date, in no event will the Servicer be permitted to make a withdrawal pursuant to clauses (ii),
(iv)(b), (v), (x) or (xii) to the extent that, as a result of such withdrawal, the amount on deposit in the Collection Account
after giving effect to the withdrawal would be less than the amount of the Required Advance Amount; provided that the foregoing
withdrawal limitations shall not apply (and accrued amounts previously eligible for withdrawal pursuant to clauses (ii), (iv)(b),
(v), (x) or (xii) but which remain unpaid due to the operation of this paragraph may then be withdrawn and paid) upon (1) the final
liquidation of the Trust Loan or the Property, (2) the final payment of the Trust Loan and release of the Mortgages or (3) the
determination that any Advance that would increase the currently unreimbursed Advances in the aggregate would be a Nonrecoverable
Advance. The Servicer shall advance, to the extent it determines that such amounts are recoverable, all amounts owed to itself
(other than Servicing Fees), CREFC®, the Special Servicer, the Operating Advisor, the Certificate Administrator
and Trustee pursuant to such clauses (ii), (iv)(b), (v) (to the extent reimbursements of such amounts are owed to the Trustee or
the Certificate Administrator), (x) or (xii) (other than unreimbursed Property Protection Advances and Monthly Payment Advances
made by the Servicer, which shall continue to remain outstanding) (such advances, “Administrative Advances”).
All Administrative Advances shall accrue interest in accordance with Section 3.23. Notwithstanding any provision herein,
the Servicer shall not be obligated to make any Administrative Advance that it determines, together with interest thereon, will
constitute a Nonrecoverable Advance if made.


 


The Servicer shall pay
to the Certificate Administrator (on behalf of itself and the Trustee) and advance or pay to the Special Servicer, if applicable,
from the Collection Account as provided above amounts permitted to be paid to the Special Servicer, the Certificate Administrator
and the Trustee, as applicable, therefrom, promptly upon receipt of certificates of a Servicing Officer of the Special Servicer
and a Responsible Officer of the Certificate Administrator and the Trustee, as applicable, describing the item and amount to which
the Special Servicer and the Trustee, respectively, are entitled; provided, however, the Servicer shall pay the Certificate Administrator
Fee to the Certificate Administrator without requiring the delivery of such certificate. The Servicer may rely conclusively on
any such certificate, shall have no duty to recalculate the amounts stated therein and shall have no liability if the amount paid
in reliance thereon is an amount to which the Special Servicer, the Certificate Administrator or the Trustee, as applicable, is
not entitled.


 


(d)           The
Certificate Administrator shall establish and maintain in the name of the Certificate Administrator on behalf of the Trust and
for the benefit of the Certificateholders, a segregated non-interest bearing reserve account (which may be a subaccount of the
Distribution Account) (the “Interest Reserve Account”). The Interest Reserve Account must be an Eligible Account
or a subaccount of an Eligible Account. Funds on deposit in the Interest Reserve


 



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Account shall be uninvested. On each Distribution
Date occurring in any February and on any Distribution Date occurring in any January that occurs in a year that is not a leap year
(unless, in either case, such Distribution Date is the final Distribution Date), the Certificate Administrator shall deposit into
the Interest Reserve Account an amount equal to one day’s net interest collected on the principal balance of each Trust Loan
Note as of the Loan Payment Date occurring in the calendar month preceding the calendar month in which such Distribution Date occurs
at the applicable Net Trust Loan Rate (net of the Servicing Fee, the CREFC® Intellectual Property Royalty License
Fee, the Operating Advisor Fee and the Certificate Administrator Fee payable therefrom and exclusive of Default Interest) to the
extent a full Monthly Payment or Monthly Payment Advance is made in respect thereof (all amounts so deposited in any consecutive
January and February, “Withheld Amounts”). On each Remittance 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 and February, if any, and transfer such amounts into the Distribution
Account.


 


Section 3.5. Distribution
Account.  (a) The Certificate Administrator shall establish and maintain on behalf of the Trust and for the benefit
of the Certificateholders a segregated non-interest bearing trust account (the “Distribution Account”), which
shall be deemed to include the Lower-Tier Distribution Account and the Upper-Tier Distribution Account, which shall be subaccounts
of the Distribution Account for the benefit of the Certificateholders and the Trustee, as holder of the Uncertificated Lower-Tier
Interests. The Distribution Account must be an Eligible Account. On each Remittance Date, the Servicer shall transfer from the
Collection Account to the Certificate Administrator for deposit into the Distribution Account all Available Funds remaining on
deposit therein, after giving effect to the withdrawals made pursuant to Section 3.4(c). The Certificate Administrator
shall credit the funds remitted by the Servicer from the Collection Account to the Distribution Account. Amounts held in the Distribution
Account shall be uninvested.


 


The Certificate Administrator
shall make withdrawals from the Distribution Account to make distributions to the Holders of the Certificates pursuant to Section
4.1.


 


(b)           The
Certificate Administrator shall make or be deemed to have made withdrawals from the Lower-Tier Distribution Account in the following
order of priority and only for the following purposes:


 


(i)            to
make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.1(b) and Section 4.3(b) into the Upper-Tier
Distribution Account and to make distributions to the Holder of the Class R Certificates (in respect of the Class LT-R Interest)
pursuant to Section 4.1(b);


 


(ii)           to
withdraw amounts deposited into the Lower-Tier Distribution Account in error and pay such amounts to the Persons entitled thereto;
and


 


(iii)          to
clear and terminate the Lower-Tier Distribution Account pursuant to Section 10.1.


 






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(c)           The
Certificate Administrator shall make withdrawals from the Upper-Tier Distribution Account in the following order of priority and
only for the following purposes:


 


(i)           to
withdraw amounts deposited in error and to withdraw amounts due to it under Section 3.4(c), to the extent such amounts were
not withdrawn and paid to it by the Servicer under Section 3.4(c);


 


(ii)           to
make distributions to Holders of the Regular Certificates and the Class R Certificates (in respect of the Class UT-R Interest)
on each Distribution Date pursuant to Section 4.1 or Section 9.1 as applicable; and


 


(iii)          to
clear and terminate the Upper-Tier Distribution Account at the termination of this Agreement pursuant to Section 9.1.


 


Section 3.6. Foreclosed
Property Account.  The Special Servicer shall establish and maintain one or more deposit accounts (the “Foreclosed
Property Account”) in the name of either (a) “Cohen Financial, a Division of SunTrust Bank, as Special Servicer
on behalf of U.S. Bank National Association, as Trustee for the benefit of the Certificateholders of CSMC Trust 2017-CALI, Commercial
Mortgage Pass-Through Certificates, Series 2017-CALI” related to the Foreclosed Property, if any, held in the name of the
Special Servicer for the benefit of the Trustee on behalf of the Certificateholders and the Companion Loan Holders or (b) in the
name of the limited liability company formed under Section 3.14. The Foreclosed Property Account must be an Eligible Account.
The Special Servicer shall deposit into the Foreclosed Property Account within two Business Days of receipt all funds collected
and received in connection with the operation or ownership of such Foreclosed Property. On or before the last day of each Collection
Period, the Special Servicer shall withdraw the funds in the Foreclosed Property Account, net of certain expenses and/or reserves,
and deposit them into the Collection Account in accordance with Section 3.4(a). The Special Servicer shall notify the Trustee
and the Certificate Administrator in writing of the location and account number of the Foreclosed Property Account and shall notify
the Trustee and the Certificate Administrator in writing prior to any subsequent change thereof.


 


Section 3.7. Appraisal
Reductions.  (a) Promptly upon the occurrence of an Appraisal Reduction Event, the Special Servicer shall notify
the Servicer, the Operating Advisor, the Certificate Administrator and the Trustee (and so long as no Control Termination Event
is continuing, the Controlling Class Representative) (i) of the occurrence of an Appraisal Reduction Event, (ii) (A) order and
(B) use efforts consistent with Accepted Servicing Practices to obtain an independent Appraisal of the Property (unless an appraisal
of the Property was performed within nine (9) months prior to the Appraisal Reduction Event and the Special Servicer is not aware
of any material change in the market or condition or value of the Property since the date of such Appraisal (in which case, such
appraisal shall be used by the Special Servicer)) and (iii) determine (no later than the first Distribution Date on or following
the receipt of such appraisal or determination to use an existing Appraisal) (so long as such Appraisal was received at least
three (3) Business Days prior to such Distribution Date (in which case it shall determine no later than the second Distribution
Date following the receipt of such Appraisal)) on the basis of the applicable Appraisal, and receipt of information reasonably
requested by the Special Servicer from the Servicer in the Servicer’s possession necessary to calculate the Appraisal


 



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Reduction
Amount (which information shall be delivered within two (2) Business Days after receipt of any such request) whether there exists
any Appraisal Reduction Amount and, if so, give reasonably prompt notice thereof to the Servicer, the Trustee, the Companion Loan
Holders (or, in the case of the Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer
and trustee with respect to such Other Securitization Trust) and the Certificate Administrator. The cost of obtaining such appraisal
shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable
Advance and in such case, as an expense of the Trust. Updates of appraisals shall be obtained by the Special Servicer and paid
for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer determines
that such Advance would constitute a Nonrecoverable Advance) every nine (9) months for so long as an Appraisal Reduction Event
exists, and the Appraisal Reduction Amount shall be adjusted accordingly, and, if required in accordance with any such adjustment,
each Class of Certificates that has been notionally reduced as a result of Appraisal Reduction Amounts shall have its related
Certificate Balance notionally restored (or reduced if applicable) to the extent required by such adjustment of the Appraisal
Reduction Amount, and there shall be a redetermination of whether a Control Termination Event or a Consultation Termination Event
is then in effect. Any such appraisal obtained shall be delivered by the Special Servicer to the Certificate Administrator, the
Trustee, the Operating Advisor, the Servicer and, so long as no Control Termination Event is continuing, the Controlling Class
Representative, in electronic format (which format is reasonably acceptable to the Certificate Administrator), and the Certificate
Administrator shall make such Appraisal available to Privileged Persons pursuant to Section 8.14(b).


 


The Holders of Certificates
representing the majority of the Certificate Balance of any Class of Certificates that is or would be determined to no longer be
the Controlling Class (such Class, an “Appraised Out Class” and such Holders, the “Requesting Holders”)
as a result of an allocation of an Appraisal Reduction Amount in respect of such Class shall have the right to (i) challenge the
Special Servicer’s Appraisal Reduction Amount determination and, at their sole expense, obtain a second Appraisal of any
Property an Appraisal Reduction Event has occurred or (ii) post Threshold Event Collateral as described below. The Requesting Holders
shall cause the Appraisal to be prepared on an “as is” basis by an Appraiser in accordance with MAI standards, and
the Appraisal shall be reasonably acceptable to the Special Servicer in accordance with Accepted Servicing Practices. The Requesting
Holders shall provide the Special Servicer with notice of their intent to challenge the Special Servicer’s Appraisal Reduction
Amount determination within 10 days of the Requesting Holders’ receipt of written notice of the determination of such Appraisal
Reduction Amount.


 


An Appraised Out Class
shall be entitled to continue to exercise the rights of the Controlling Class until 10 days following its receipt of written notice
of the Appraisal Reduction Amount, unless the Requesting Holders provide written notice of their intent to challenge such Appraisal
Reduction Amount to the Special Servicer and the Certificate Administrator within such 10 day period pursuant to the immediately
preceding paragraph. If the Requesting Holders provide such notice, then the Appraised Out Class shall be entitled to continue
to exercise the rights of the Controlling Class until the earliest of (i) 120 days following the related Appraisal Reduction Event,
unless the Requesting Holders provide the second appraisal within such 120 day period, (ii) the determination by the Special Servicer
(described below) that a recalculation


 



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of the Appraisal Reduction Amount is not warranted or that such recalculation does not result
in the Appraised Out Class remaining the Controlling Class and (iii) the occurrence of a Consultation Termination Event. After
the Appraised Out Class is no longer entitled to exercise the rights of the Controlling Class, the rights of the Controlling Class
shall be exercised by the Class of Control Eligible Certificates immediately senior to such Appraised Out Class as the Controlling
Class.


 


In addition to the foregoing,
the Holders of Certificates representing the majority of the Certificate Balance of any Appraised Out Class shall have the right,
at their sole expense, to require the Special Servicer to order an additional Appraisal of the Property if an Appraisal Reduction
Event has occurred if an event has occurred at or with regard to the Property that would have a material effect on its Appraised
Value, and the Special Servicer shall use its reasonable best efforts to ensure that such Appraisal is delivered within 30 days
from receipt of such Holders’ written request and shall ensure that such Appraisal is prepared on an “as is”
basis by an Appraiser in accordance with MAI standards; provided that the Special Servicer shall not be required to obtain
such Appraisal if the Special Servicer determines in accordance with Accepted Servicing Practices that no events at or with regard
to the related Property have occurred that would have a material effect on such Appraised Value of the related Property.


 


Upon receipt of an Appraisal
provided by, or requested by, Holders of an Appraised Out Class pursuant to this Section and any other information reasonably requested
by the Special Servicer from the Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amount, the Special
Servicer shall determine, in accordance with Accepted Servicing Practices, whether, based on its assessment of such additional
Appraisal, any recalculation of the Appraisal Reduction Amount is warranted and, if so warranted, shall recalculate such Appraisal
Reduction Amount based upon such additional Appraisal. If required by any such recalculation, the Appraised Out Class shall be
reinstated as the Controlling Class. The Special Servicer shall promptly deliver notice to the Certificate Administrator of any
such determination and recalculation, and the Certificate Administrator shall promptly post such notice to the Certificate Administrator’s
Website.


 


Appraisals that are permitted
to be presented by, or obtained by the Special Servicer at the request of, Holders of an Appraised Out Class shall be in addition
to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with Accepted Servicing Practices
or this Agreement without regard to any appraisal requests made by any Holder of an Appraised Out Class.


 


The Holders of Certificates
representing the majority of the Certificate Balance of the Appraised Out Class (the “Threshold Cure Holder”)
may avoid a Control Termination Event caused by application of an Appraisal Reduction Amount if such Threshold Cure Holder delivers
Threshold Event Collateral as a supplement to the appraised value of the Property to the Certificate Administrator (in the case
of cash collateral or proceeds from a letter of credit) or the Servicer (in the case of a letter of credit), as applicable, together
with documentation acceptable to the Servicer in accordance with Accepted Servicing Practices to create and perfect a first priority
security interest in favor of the Servicer on behalf of the Trust in such collateral (which must be completed within thirty (30)
days of the Special Servicer’s receipt of a third party Appraisal that indicates such Control Termination Event has occurred)
(a “Threshold Event 


 



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Cure”) and, additionally pays all cost and expenses incurred by any party to this Agreement
associated with the delivery and/or pledge of such Threshold Event Collateral, including the costs and expenses of any opinion
of counsel. If a Threshold Event Cure occurs, no Control Termination Event caused by application of an Appraisal Reduction Amount
shall be deemed to have occurred. If a letter of credit is furnished as Threshold Event Collateral, the letter of credit must have
an initial term no shorter than 6 months and contain an evergreen clause providing for automatic renewal for additional periods
not less than 6 months. The Threshold Cure Holder must provide notice of each renewal at least 30 days prior to the expiration
date of such letter of credit. If the Servicer does not receive notice of such renewal at least 30 days prior to the expiration
date of the letter of credit or if the Servicer receives notice that the letter of credit shall not be renewed, then the Servicer
shall be required to promptly draw upon such letter of credit and the Certificate Administrator shall hold such proceeds thereof
as Threshold Event Collateral. If a letter of credit is furnished as Threshold Event Collateral, the applicable Threshold Cure
Holder shall be required to replace such letter of credit with other Threshold Event Collateral within 30 days if the credit ratings
of the Threshold Collateral Issuer are downgraded below the required ratings; provided, however, that, if such Threshold Event
Collateral is not so replaced, the Servicer shall be required to draw upon such letter of credit and the Certificate Administrator
shall hold the proceeds thereof as Threshold Event Collateral. The Threshold Event Cure shall continue until (i) the appraised
value of the Property plus the value of the Threshold Event Collateral would not be sufficient to prevent a Control Termination
Event from occurring (and should the appraised value of the Property plus the value of the Threshold Event Collateral be insufficient,
the Threshold Cure Holder shall have 30 days from the new third party Appraisal to deliver new Threshold Event Collateral as supplement
to the newly appraised value), or (ii) a determination is made by the Special Servicer that all proceeds in respect of the Whole
Loan or Property have been received (a “Final Recovery Determination”). If the appraised value of the Property,
upon any redetermination thereof, is sufficient to avoid the occurrence of a Control Termination Event without taking into consideration
any, or some portion of, Threshold Event Collateral previously delivered by the Threshold Cure Holder, any or such portion of Threshold
Event Collateral held by the Servicer or the Certificate Administrator, as applicable, shall be required to be promptly returned
to such Threshold Cure Holder (at its direction and sole expense). Upon the Special Servicer’s determination of a Final Recovery
Determination with respect to the Whole Loan, such cash or proceeds of the letter of credit constituting Threshold Event Collateral
in an amount equal to the lesser of (a) all Threshold Event Collateral and (b) an amount sufficient available to pay all amounts
due on the Certificates that were not sufficiently covered by the net sale proceeds or Final Recovery Determination, including
all Applied Realized Loss Amounts, shall be added to the Distribution Account to reimburse Certificateholders for all Realized
Losses with respect to the Trust Loan after application of the net proceeds of liquidation, plus accrued and unpaid interest thereon
at the applicable interest rate and all other Trust Fund Expenses reimbursable under the this Agreement. Any Threshold Event Collateral
(and the right to reimbursement of any amounts with respect thereto) shall be treated as an “outside reserve fund”
(as defined in Treasury Regulations Section 1.860G-2(h)) and the Threshold Cure Holder will be the beneficial owner of any Threshold
Event Collateral for all federal income tax purposes, and shall be taxable on all income earned thereon.


 


(b)           While
an Appraisal Reduction Amount exists, (i) the amount of any Monthly Payment Advances shall be reduced as provided in Section
3.23(a), and (ii) the existence thereof will be taken into account for purposes of determining (a) the Voting Rights of


 



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certain
Classes of Certificates as provided in Section 3.7(c) or (b) if a Control Termination Event is continuing.


 


(c)           The
Certificate Balance of each class of the Sequential Pay Certificates shall be notionally reduced (solely for purposes of determining
(x) the Voting Rights of the related Classes and the Controlling Class and (y) whether a Control Termination Event is continuing
on any Distribution Date) on any Distribution Date, to the extent of the Appraisal Reduction Amount allocated to such Class on
such Distribution Date. The Whole Loan shall be treated as a single loan for purposes of calculating the Appraisal Reduction Amount.
Appraisal Reduction Amounts with respect to the Whole Loan shall be allocated, first, to Note B, up to its respective outstanding
principal balance, and then to Note A-1 and the Companion Loan on a pro rata and pari passu basis (based on
their relative outstanding principal balances). The Appraisal Reduction Amount allocated to the Trust Loan Notes for any Distribution
Date shall be applied to notionally reduce the Certificate Balances of the Sequential Pay Certificates in the following order of
priority: first, to the Class HRR Certificates; second, to the Class G Certificates, third, to the Class F
Certificates, fourth, to the Class E Certificates; fifth, to the Class D Certificates; sixth, to the Class
C Certificates; and seventh, to the Class B Certificates; (provided in each case that no Certificate Balance in respect
of any such Class may be notionally reduced below zero). Appraisal Reduction Amounts shall not be applied to notionally reduce
the Certificate Balance of any Class A Certificate.


 


(d)           In
the event that a portion(s) of one or more Monthly Payment Advances with respect to the Trust Loan was reduced as a result of an
Appraisal Reduction Event, the amount of the Net Liquidation Proceeds to be applied to interest shall be reduced by the aggregate
amount of such reductions and the portion of such Net Liquidation Proceeds to be applied to principal shall be increased by such
amount, and if the amounts of the Net Liquidation Proceeds to be applied to principal have been applied to pay the principal of
the Trust Loan in full, any remaining Net Liquidation Proceeds shall then be applied to pay any remaining accrued and unpaid interest
on the Trust Loan in accordance with Section 1.3.


 


(e)           If
(i) an Appraisal Reduction Event has occurred, (ii) with respect to the Property, either (A) no Appraisal or update of the Appraisal
has been obtained or conducted with respect to the Property or Foreclosed Property, as the case may be, during the nine (9) month
period prior to the date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the Property
or Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially adversely
affect the value of the Property or Foreclosed Property, as the case may be, and (iii) no new Appraisal has been obtained or conducted
for the Property or Foreclosed Property, as the case may be, within 60 days after the Appraisal Reduction Event has occurred, then
(x) until the new Appraisal is obtained for the Property or Foreclosed Property, as the case may be, the appraised value of the
Property for purposes of determining the Appraisal Reduction Amount shall be equal to 75% of the unpaid principal balance of the
Whole Loan (the “Assumed Appraised Value”), and (y) upon receipt or performance of the new Appraisal by the
Special Servicer, the appraised value of the Property or Foreclosed Property, as the case may be, shall be based on such new Appraisal
and the Appraisal Reduction Amount will be recalculated in accordance with the definition of Appraisal Reduction Amount.


 






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Section 3.8.     Investment
of Funds in the Collection Account and the Foreclosed Property Account.  (a) The Servicer (and, with respect to
the Foreclosed Property Account, the Special Servicer) may direct any depository institution maintaining the Collection Accounts
or the Foreclosed Property Account, respectively (each, for purposes of this Section 3.8, an “Investment Account”),
to invest the funds in such Investment Account in one or more Permitted Investments that bear interest or are sold at a discount,
and that mature, unless payable on demand, no later than the Business Day preceding the date on which such funds are required
to be withdrawn from such Investment Account pursuant to this Agreement. Any direction by the Servicer or the Special Servicer,
as applicable, to invest funds on deposit in an Investment Account shall be in writing and shall certify that the requested investment
is a Permitted Investment which matures at or prior to the time required hereby or is payable on demand. All such Permitted Investments
shall be held to maturity, unless payable on demand. Any investment of funds in an Investment Account shall be made in the name
of the Trustee for the benefit of the Certificateholders (in its capacity as such) or in the name of a nominee of the Trustee.
The Trustee shall have sole control (except with respect to investment direction, which shall be in the control of the Servicer
(or the Special Servicer, with respect to the Foreclosed Property Account) as an independent contractor to the Trust Fund) over
each such investment and any certificate or other instrument evidencing any such investment shall be delivered directly to the
Trustee or its agent (which shall initially be the Servicer or the Special Servicer, as applicable), together with any document
of transfer, if any, necessary to transfer title to such investment to the Trustee for the benefit of the Certificateholders or
its nominee. The Trustee and the Certificate Administrator shall have no responsibility or liability with respect to the investment
directions of the Servicer or the Special Servicer, as applicable, or any losses resulting therefrom, whether from Permitted Investments
or otherwise. In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable
on demand, the Servicer and the Special Servicer, as applicable, 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 (1) all amounts then payable thereunder and (2) the amount required
to be withdrawn on such date; and


 


(ii)          demand
payment of all amounts due thereunder promptly upon determination by the Servicer or Special Servicer, as applicable, that such
Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the related Investment
Account.


 


(b)           All
net income and gain realized from investment of funds deposited in the Collection Account and any Reserve Account, but only to
the extent that the Loan Documents do not require such funds to be remitted to the Loan Borrower, shall be for the benefit of the
Servicer in accordance with the terms and priorities of this Agreement. All net income and gain realized from investment of funds
deposited in the Foreclosed Property Account shall be for the benefit of the Special Servicer. Any net losses on funds in the Collection
Account, any Reserve Account or the Foreclosed Property Account shall be reimbursed by the Servicer or the Special Servicer, as
applicable, from its own funds promptly, but in any event on or prior to the Remittance Date following the realization of such
loss.


 





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(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 Servicer shall take such action as
may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.
In the event the Servicer takes any such action, the Trust Fund shall pay or reimburse the Servicer, pursuant to Section 3.4(c),
for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Servicer in connection therewith.


 


(d)           For
the avoidance of doubt, the Collection Account, the Foreclosed Property Account, the Interest Reserve Account and the Lower-Tier
Distribution Account (including interest, if any, earned on the investment of funds in such accounts) will be owned by the Lower-Tier
REMIC, and the Upper-Tier Distribution Account (including interest, if any, earned on the investment of funds in such account)
will be owned by the Upper-Tier REMIC, each for federal income tax purposes.


 


(e)           Notwithstanding
the foregoing, neither the Servicer, nor the Special Servicer shall cover any losses from the bankruptcy or insolvency of a depository
institution holding an account described in this Section 3.8, so long as (i) such depositary institution or trust company
satisfied the qualifications set forth in the definition of Eligible Institution at the time such deposit was made and such institution
was not an Affiliate of the Servicer or the Special Servicer, as applicable and (ii) such loss was incurred within 30 days after
the earlier of (a) the date of such bankruptcy or insolvency or (b) the date on which the depositary institution or trust company
failed to satisfy the qualifications set forth in the definition of Eligible Institution.


 


Section
3.9.           Payment of Taxes, Assessments, etc.  The Servicer
(other than with respect to the Foreclosed Property) and the Special Servicer (with respect to the Foreclosed Property) shall
maintain accurate records with respect to the Property (or the Foreclosed Property, as the case may be) reflecting the status
of taxes, assessments, charges and other similar items that are or may become a lien on the Property (or the Foreclosed Property,
as the case may be) and the status of insurance premiums payable in respect of insurance policies required to be maintained pursuant
to Section 3.11 hereof. The Servicer shall obtain, from time to time, all bills for the payment of such items (including
renewal premiums). The Servicer shall pay (or cause to be paid) real estate taxes, insurance premiums and other similar items
from funds in the applicable Reserve Account in accordance with the Loan Agreement at such time as may be required by the Loan
Documents. If the Loan Borrower does not make the necessary payments and/or a Loan Event of Default has occurred and amounts in
the applicable Reserve Account are insufficient to make such payments, the Servicer shall make a Property Protection Advance,
subject to the determination of non-recoverability provided in Section 3.23, from its own funds for amounts payable with
respect to all such items related to a Property when and as the same shall become due and payable. The Servicer shall ensure that
the amount of funds in the applicable Reserve Account is increased when and if applicable taxes, assessments, charges and other
similar items, ground rents or insurance premiums are increased, in accordance with the terms of the Loan Agreement.


 


Section
3.10.          Appointment of Special Servicer.  (a) Cohen Financial,
a Division of SunTrust Bank is hereby appointed as the initial Special Servicer to service the Whole Loan


 






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while
a Special Servicing Loan Event has occurred and is continuing and perform the other obligations of the Special Servicer hereunder.


 


(b)           If
there is a Special Servicer Termination Event with respect to any Special Servicer, such Special Servicer may be removed and replaced
pursuant to Section 7.1. The Trustee shall, promptly after receiving notice of any such removal, so notify the Servicer,
the Companion Loan Holders and, subject to Section 10.17, the 17g-5 Information Provider (who shall promptly post it to
the 17g-5 Information Provider’s Website, pursuant to Section 10.16). The appointment of any such successor Special
Servicer shall not relieve the Servicer or the Trustee of their respective obligations to make Advances as set forth herein; provided,
however, the initial Special Servicer specified above shall not be liable for any actions or any inaction of such successor
Special Servicer. No termination fee shall be payable to the terminated Special Servicer. No termination of the Special Servicer
and appointment of a successor Special Servicer shall be effective until the successor Special Servicer has assumed all of its
responsibilities, duties and liabilities hereunder in writing, a Companion Loan Rating Agency Confirmation with respect to such
appointment has been delivered to the Trustee and Rating Agency Confirmation with respect to such appointment has been delivered
to the Trustee. Any successor Special Servicer shall be deemed to make the representations and warranties provided for in Section
2.5(a) mutatis mutandis as of the date of its succession. The terminated Special Servicer shall retain all rights accruing
to it under this Agreement, including the right to receive fees accrued prior to its termination and other amounts payable to
it (including indemnification payments).


 


(c)           Upon
determining that a Special Servicing Loan Event has occurred and is continuing, the Servicer shall immediately give notice thereof
to the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, and the Servicer shall use its
reasonable efforts to provide the Special Servicer with all information, documents (but excluding the original documents constituting
the Mortgage File) and records (including records stored electronically on computer tapes, magnetic discs and the like) relating
to the Whole Loan and reasonably requested by the Special Servicer to enable it to assume its duties hereunder with respect thereto
(and concurrently provide a copy of such Mortgage File, exclusive of all Privileged Information, to the Operating Advisor). The
Servicer shall use its reasonable efforts to comply with the preceding sentence within five Business Days of the date that a Special
Servicing Loan Event has occurred. The Servicer in any event shall continue to act as Servicer and administrator of the Whole
Loan until the Special Servicer has commenced the servicing of the Whole Loan, upon the occurrence and during the continuation
of a Special Servicing Loan Event, which shall occur, in the case of a Special Servicing Loan Event, upon the receipt by the Special
Servicer of the information, documents and records referred to in the preceding sentence. The Special Servicer shall instruct
the Loan Borrower to continue to remit all payments in respect of the Whole Loan to the Servicer. The Servicer shall forward any
notices it would otherwise send to the Loan Borrower under the Whole Loan to the Special Servicer who shall send such notice to
the Loan Borrower while a Special Servicing Loan Event has occurred and is continuing.


 


(d)           Upon
determining that a Special Servicing Loan Event is no longer continuing, the Special Servicer shall immediately give notice thereof
to the Servicer, the Operating Advisor, the Certificate Administrator, the Trustee and the Companion Loan Holders,


 






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and
upon giving such notice such Special Servicing Loan Event shall cease, the Special Servicer’s obligation to service the
Whole Loan shall terminate and the obligations of the Servicer to service and administer the Whole Loan shall resume and the Special
Servicer shall return all of the information and materials furnished to the Special Servicer pursuant to Section 3.10(c)
to the Servicer.


 


(e)           In
making a Major Decision or in servicing the Whole Loan during the continuance of a Special Servicing Loan Event, the Servicer
or the Special Servicer, as applicable, shall provide to the Certificate Administrator originals of documents entered into in
connection therewith that are required to be included within the definition of “Mortgage File” for inclusion in the
Mortgage File (to the extent such documents are in the possession of the Servicer or the Special Servicer, as applicable) and
copies of any additional related Whole Loan information, including correspondence with the Loan Borrower, and the Special Servicer
shall promptly provide copies of all of the foregoing to the Servicer as well as copies of any related analysis or internal review
prepared by or for the benefit of the Special Servicer.


 


(f)           During
any period in which a Special Servicing Loan Event is continuing, no later than the Business Day preceding each date on which
the Servicer is required to furnish a report under Section 3.18(a) to the Certificate Administrator, the Special Servicer
shall deliver to the Servicer a written statement describing (i) the amount of all payments on account of interest received on
each Note, the amount of all payments on account of principal received on each Note, the amount of Insurance Proceeds and Net
Liquidation Proceeds received, the amount of any Foreclosure Proceeds received with respect to the Property, and the amount of
net income or net loss, as determined from 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 rental income that does not constitute rents from real property with respect
to, the Foreclosed Property, in each case in accordance with Section 3.15 and (ii) such additional information relating
to the Whole Loan as the Servicer or the Certificate Administrator reasonably requests to enable it to perform its duties under
this Agreement.


 


(g)           Notwithstanding
the provisions of the preceding subsection (c), the Servicer shall maintain ongoing payment records with respect to the
Whole Loan and shall provide the Special Servicer with any information reasonably required by the Special Servicer to perform
its duties under this Agreement.


 


(h)           The
Special Servicer, at the earlier of (x) within 60 days after the occurrence of a Special Servicing Loan Event and (y) prior to
taking action with respect to any Major Decision (or making a determination not to take action with respect to a Major Decision)
if a Special Servicing Loan Event occurs, shall prepare a report (the “Asset Status Report”) for the Whole
Loan. Each Asset Status Report will be delivered in electronic format to the Controlling Class Representative (so long as no Control
Termination Event or Consultation Termination Event is in effect), the Depositor, the Operating Advisor, the Certificate Administrator,
the Trustee, the Servicer, the Companion Loan Holders (as and to the extent required under Section 5(d) of the Co-Lender Agreement)
and, subject to Section 10.17, the Rating Agency; provided, however, that (1) the Special Servicer shall
not be required to deliver an Asset Status Report to the Controlling Class Representative if they are the same entity or affiliates
of each other and (2) the Special Servicer shall not deliver any Asset Status Report to


 






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the
Controlling Class Representative or a Controlling Class Certificateholder that is a Borrower Related Party. Such Asset Status
Report shall be consistent with Accepted Servicing Practices and set forth the following information to the extent reasonably
determinable:


 


(i)           summary
of the status of the Whole Loan and any negotiations with the Loan Borrower;


 


(ii)          a
discussion of the legal and environmental considerations reasonably known at such time to the Special Servicer, consistent with
Accepted Servicing Practices, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related
guaranties or other collateral for the Whole Loan and whether outside legal counsel has been retained;


 


(iii)         the
most current rent roll and income or operating statement available for the Property;


 


(iv)         the
Special Servicer’s recommendations on how the Whole Loan might be returned to performing status or otherwise realized upon;


 


(v)          the
appraised value of the Property together with the appraisal or the assumptions used in the calculation thereof;


 


(vi)         the
status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed workouts with respect thereto
and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional Loan Events
of Default;


 


(vii)        a
description of any proposed actions;


 


(viii)       a
description of any proposed amendment, modification or waiver of a material term of a ground lease;


 


(ix)          the
alternative courses of action considered by the Special Servicer in connection with the proposed actions;


 


(x)           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; and an analysis of whether
or not taking such action is reasonably likely to produce a greater recovery on a present value basis than not taking such action,
setting forth (x) the basis on which the Special Servicer made such determination and (y) the net present value calculation (including
the applicable discount rate used) and all related assumptions. In connection with the foregoing analysis, if the Loan Borrower
has indicated its refusal to pay any Work-out Fees, Special Servicing Fees or Liquidation Fees due to the Special Servicer, the
Special Servicer must consider the costs to the Trust and analyze as an alternative a sale of the Whole Loan or of the related
Foreclosed Property or other exercise of remedies;


 






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(xi)          a
summary of the status of any action that was described in the most recent prior Asset Status Report and subsequently effected
by the Special Servicer; and


 


(xii)         such
other information as the Special Servicer deems relevant in light of the proposed action and Accepted Servicing Practices.


 


For
so long as a Control Termination Event has not occurred and is not continuing, the Controlling Class Representative will have
the right to disapprove the Asset Status Report prepared by the Special Servicer within 10 Business Days after receipt of the
Asset Status Report. For so long as a Control Termination Event has not occurred and is not continuing, if within 10 Business
Days of receiving an Asset Status Report, the Controlling Class Representative does not disapprove such Asset Status Report in
writing or if the Special Servicer makes a determination, in accordance with Accepted Servicing Practices, that the disapproval
by the Controlling Class Representative (communicated to the Special Servicer within 10 Business Days) is not in the best interest
of all the Certificateholders, then the Controlling Class Representative shall be deemed to have approved such Asset Status Report
and the Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided, however,
that the Special Servicer may not take any action that is contrary to applicable law, Accepted Servicing Practices or the terms
of the applicable Loan Documents. In addition, so long as no Control Termination Event has occurred and is continuing, the Controlling
Class Representative may object to any asset status report within 10 business days of receipt; provided, however,
that if the Special Servicer determines that action recommended in an Asset Status Report is necessary to protect the 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
Property before the expiration of the 10 Business Day period if the Special Servicer reasonably determines in accordance with
Accepted Servicing Practices that failure to take such actions before the expiration of the 10 Business Day period would materially
adversely affect the interest of the Certificateholders, and (so long as no Control Termination Event has occurred and is continuing)
the Special Servicer has made a reasonable effort to contact the Controlling Class Representative. If, so long as no Control Termination
Event has occurred and is continuing, the Controlling Class Representative disapproves such Asset Status Report within 10 Business
Days of receipt and the Special Servicer has not made an affirmative determination pursuant to the proviso in the preceding sentence,
the Special Servicer will revise such Asset Status Report and deliver to the Controlling Class Representative (so long as no Control
Termination Event or Consultation Termination Event is in effect), the Operating Advisor, the Certificate Administrator, the related
Companion Loan Holders and, subject to Section 10.17 of this Agreement, the Rating Agency a new Asset Status Report as
soon as practicable, but in no event later than 30 days after such disapproval. So long as no Control Termination Event is continuing,
the Special Servicer shall revise such Asset Status Report as described above until the Controlling Class Representative shall
fail to disapprove such revised Asset Status Report in writing within 10 Business Days of receiving such revised Asset Status
Report or until the Special Servicer makes a determination, consistent with Accepted Servicing Practices, that such objection
is not in the best interests of all the Certificateholders and, if applicable, the related Companion Loan Holders (as a collective
whole as if such Certificateholders constitute a single lender) provided that, if the Controlling Class Representative
has not approved the Asset Status Report for a period of 60 Business Days


 






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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 Accepted Servicing Practices.


 


The
Special Servicer shall promptly deliver each Asset Status Report prepared in connection with the Specially Serviced Loan to (i)
the Operating Advisor and (ii) the Controlling Class Representative (for so long as no Consultation Termination Event has occurred).
After the occurrence and during the continuance of an Operating Advisor Consultation Event, the Operating Advisor shall be entitled
to consult with, and provide comments to the Special Servicer in respect of each 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 if no Consultation Termination Event has occurred and is
continuing, the Controlling Class Representative) 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 shall
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 Controlling Class Representative), to the extent the
Special Servicer determines that the Operating Advisor’s and/or Controlling Class Representative’s input and/or recommendations
are consistent with Accepted Servicing Practices, the Co-Lender Agreement or the terms of the applicable Loan Documents and in
the best interest of the Certificateholders as a collective whole.


 


In
connection with the approval or consultation rights of the Controlling Class Representative and/or Operating Advisor with respect
to any Asset Status Report, if the Special Servicer determines that action recommended in an Asset Status Report is necessary
to protect the 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 Property before the expiration of the 10 Business Day period if the Special Servicer reasonably determines
in accordance with Accepted Servicing Practices that failure to take such actions before the expiration of the 10 Business Day
period would materially adversely affect the interest of the Certificateholders, and the Special Servicer has made a reasonable
effort to contact the Controlling Class Representative or the Operating Advisor, as applicable.


 


After
the occurrence and during the continuance of a Control Termination Event, the Controlling Class Representative shall have no right
to consent to any Asset Status Report under this Section 3.10(h). After the occurrence and during the continuance of a
Control Termination Event but prior to the occurrence of a Consultation Termination Event, the Controlling Class Representative,
and after the occurrence and during the continuance of an Operating Advisor Consultation Event, the Operating Advisor, 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. After the occurrence of a Consultation


 






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Termination
Event, the Controlling Class Representative (other than in its capacity as a Certificateholder) shall have no right to receive
any Asset Status Report or otherwise consult with the Special Servicer with respect to Asset Status Reports and the Special Servicer
shall only be obligated to consult with the Operating Advisor with respect to any Asset Status Report as described above. The
Special Servicer may choose to revise the Asset Status Report as it deems reasonably necessary in accordance with Accepted Servicing
Practices to take into account any input and/or recommendations of the Operating Advisor or the Controlling Class Representative
during the applicable periods described above, but is under no obligation to follow any particular recommendation of the Operating
Advisor or the Controlling Class Representative.


 


The
Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement such report,
provided such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section 3.10(h).
In any event, for so long as a Control Termination Event has not occurred and is not continuing, if the Controlling Class Representative
does not approve an Asset Status Report within 60 Business Days from the first submission thereof, the Special Servicer shall
take such action as directed by the Controlling Class Representative, provided such action does not violate Accepted Servicing
Practices.


 


Notwithstanding
anything to the contrary herein, after the occurrence and during the continuance of a Consultation Termination Event, the Controlling
Class Representative shall have no right to receive any Asset Status Report or otherwise consult with the Special Servicer with
respect to any matter set forth therein. After the occurrence and during the continuance of a Control Termination Event, the Controlling
Class Representative shall have no right to consent to any Asset Status Report under this Section 3.10(h). The Special
Servicer will be required to (x) deliver to the Certificate Administrator a proposed notice to the Certificateholders that will
include a summary of the Final Asset Status Report in an electronic format which format is reasonably acceptable to the Certificate
Administrator (which must be a brief summary of the current status of the Property and current strategy with respect to the Trust
Loan), and the Certificate Administrator will be required to post such notice and summary (but not such Final Asset Status Report)
on the Certificate Administrator’s Website and (y) implement the Asset Status Report in the form delivered to the Depositor.
The Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and, following delivery
of such modified Asset Status Report to the 17 g-5 Information Provider and a summary of the same to the Certificate Administrator,
which the 17 g-5 Information Provider and the Certificate Administrator, respectively shall post on their respective Websites
pursuant to Section 8.14(c) or Section 10.17, as applicable.


 


(i)           During
the continuance of a Special Servicing Loan Event, the Special Servicer shall have the authority to meet with the Loan Borrower
and take any actions consistent with Section 3.24, Accepted Servicing Practices and the most recent Asset Status Report.


 


(j)           In
addition, during the continuance of a Special Servicing Loan Event, on the last day of each Collection Period the Special Servicer
shall prepare and deliver to the Servicer the CREFC® Special Servicer Loan File with respect to the Whole Loan.


 






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(k)           Beginning
in 2018, the Special Servicer shall prepare and file on a timely basis the reports of foreclosure and abandonment of the Property
required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Trust Loan and the
Companion Loan required by Section 6050P of the Code.


 


(l)           Notwithstanding
the foregoing, neither the Servicer or the Special Servicer shall follow any advice, direction or consultation provided by the
Controlling Class Representative or the Operating Advisor that would require or cause the Servicer or the Special Servicer to
violate any applicable law or provisions of the Code resulting in an Adverse REMIC Event (other than the imposition of a tax on
“net income from foreclosure property”), be inconsistent with Accepted Servicing Practices, require or cause the Special
Servicer to violate provisions of this Agreement or the Co-Lender Agreement, require or cause the Special Servicer to violate
the terms of the Whole Loan, expose any Certificateholder or any party to this Agreement or their Affiliates, officers, directors
or agents to any claim, suit or liability or materially expand the scope of the responsibilities of the Special Servicer or Servicer,
as applicable, under this Agreement.


 


Section
3.11.           Maintenance of Insurance and Errors and Omissions and
Fidelity Coverage.  (a) The Servicer, consistent with Accepted Servicing Practices and the Loan Documents, shall use
efforts consistent with the Accepted Servicing Practices to cause to be maintained by the Loan Borrower (or if the Loan Borrower
fail to maintain such insurance in accordance with the Loan Agreement, the Servicer shall cause to be maintained to the extent
the Trustee, as mortgagee of record, has an insurable interest) insurance with respect to the Property of the types and in the
amounts required to be maintained (to the extent such insurance is available at commercially reasonable rates, provided, that
the commercially reasonably requirement shall not apply with respect to terrorism insurance which will be governed by the Loan
Documents) by the Loan Borrower under the Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced
by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable Advance in which case it shall be paid by
the Trust, and as applicable, by the Companion Loan Holders pursuant to the Co-Lender Agreement. Neither the Servicer nor the
Special Servicer shall be required to maintain, and shall not cause the Loan Borrower to be in default with respect to the failure
of the Loan Borrower to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts,
if and only if the Special Servicer has determined, on an annual basis, that such failure is an Acceptable Insurance Default.
In making any determination related to an Acceptable Insurance Default, the Special Servicer, to the extent consistent with Accepted
Servicing Practices, is entitled to rely on the opinion of an insurance consultant. Neither the Servicer nor the Special Servicer
shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the Loan Borrower would not be obligated
to maintain terrorism insurance under the Loan Documents as in effect on the date thereof.


 


(b)           The
Special Servicer, consistent with Accepted Servicing Practices and the Loan Documents, shall cause to be maintained such insurance
(including environmental insurance) with respect to the Foreclosed Property the Loan Borrower is required to maintain with respect
to the Property referred to in subsection (a) of this Section 3.11 or, at the Special Servicer’s election,
coverage satisfying insurance requirements consistent with Accepted Servicing Practices. The cost of any such insurance with respect
to the Foreclosed Property shall


 






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be
payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by the Servicer as a Property Protection
Advance unless such advance would be a Nonrecoverable Advance. Any such insurance (other than terrorism insurance, which shall
be maintained to the extent required under subsection (a) of this Section 3.11) that is required to be maintained
with respect to the Foreclosed Property shall only be so required to the extent such insurance is available at commercially reasonable
rates. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect
of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance
unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within five
(5) Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the
premiums to maintain such insurance, provided that, in each such case, such obligations shall be subject to the provisions
of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee of record having an insurable interest and the
availability of such insurance at commercially reasonable rates.


 


(c)           The
Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining
a master force placed or blanket insurance policy insuring against losses on the Property or the Foreclosed Property, as the case
may be for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section
3.11. The incremental cost of such insurance allocable to the Property or the Foreclosed Property, if not borne by the Loan
Borrower, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance. If such
master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable,
shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein but
for such clause to the extent any such deductible exceeds the deductible limitation that pertained to the Whole Loan, or in the
absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices.


 


(d)           Each
of the 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, the issuer of which is rated
no lower than the applicable Qualified Insurer Ratings, covering its directors, officers and employees, as applicable, in connection
with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable,
against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage
of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required
by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be
at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer
and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall
be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer
if each were servicing and administering the Whole Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event
that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable
replacement bond


 






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or
policy. Each shall use reasonable effort to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and
an errors and omissions insurance policy meeting the requirements as described above. In lieu of the foregoing, but subject to
this Section 3.11, the Servicer and the Special Servicer shall be entitled to self-insure with respect to such risks so
long as its (or its immediate or ultimate parent’s) long term unsecured debt rating is rated no lower than “A-”
by S&P, “A-” by Fitch, “A3” by Moody’s, “A-VIII” by A.M. Best, “A(low)”
by DBRS, Inc., or “A-” or its equivalent by Kroll Bond Rating Agency, Inc. (if rated by Kroll Bond Rating Agency,
Inc.) (or such other rating as to which a Rating Agency Confirmation has been obtained).


 


(e)           No
provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve
the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator
shall be entitled to request, upon receipt of a written request from any Certificateholder, and the Servicer and the Special Servicer
shall each deliver or cause to be delivered to the Certificate Administrator, a certificate of insurance from the surety and insurer
certifying that such insurance is in full force and effect. The Certificate Administrator will make any such certificate of insurance
available to the requesting Certificateholder on a confidential basis.


 


(f)           The
Operating Advisor 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, the issuer of which is rated no lower than the applicable Qualified Insurer
Ratings, covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.


 


Section
3.12.          Procedures with Respect to the Whole Loan; Realization upon
the Property.  (a) Upon the occurrence of a Loan Event of Default, the Special Servicer on behalf of the Trustee, subject
to the terms of the Loan Documents and consistent with Accepted Servicing Practices, shall promptly pursue the remedies set forth
therein, including foreclosure or other realization on the Property and the other collateral for the Whole Loan. In connection
with any foreclosure, enforcement of the applicable Loan Documents or other realization on the Collateral, the Special Servicer
shall direct the Servicer to, and the Servicer shall, pay the costs and expenses in any such proceedings as a Property Protection
Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a
Nonrecoverable Advance.


 


(b)           Such
proposed acceleration of the Whole Loan and/or foreclosure on a Property shall be taken unless the Special Servicer waives such
Loan Event of Default (or modifies or amends the Whole Loan to cure the Loan Event of Default), which the Special Servicer may
do if such modification, waiver or amendment is consistent with Accepted Servicing Practices and does not result in an Adverse
REMIC Event (other than the imposition of a tax on “net income from foreclosure property” under Section 860G(c) of
the Code).


 


(c)           In
connection with such foreclosure as described in Section 3.12(a) or other realization on the Property, the Special Servicer
shall follow Accepted Servicing Practices; provided, however, that the Special Servicer shall not be permitted to
direct the Servicer, and neither the Special Servicer nor the Servicer shall be required, to expend its own funds to restore


 






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any
Property damaged by an Uninsured Cause unless the Servicer or the Special Servicer, as applicable, permitted the related insurance
policy to lapse in violation of its respective obligations hereunder. If the Servicer does expend its own funds to restore the
Property damaged by an Uninsured Cause (which insurance policy did not lapse in violation of the Servicer’s obligations),
such expense shall be a Property Protection Advance. In connection with any foreclosure, enforcement of the Loan Documents or
other realization on the Collateral, the Special Servicer shall direct the Servicer to, and the Servicer shall, pay the costs
and expenses in any such proceedings as a Property Protection Advance unless the Servicer determines, in accordance with Accepted
Servicing Practices, that such Advance would constitute a Nonrecoverable Advance.


 


(d)           Notwithstanding
the foregoing, the Special Servicer may not foreclose on the Property on behalf of the Trust and the Companion Loan Holders and
thereby be the beneficial owner of the Property, or take any other action with respect to such item that would cause the Trustee,
on behalf of the Trust and the Companion Loan Holders, to be considered to hold title to, to be a “mortgagee-in-possession”
of, or to be an “owner” or “operator” of a Property within the meaning of CERCLA or any comparable law,
unless the Special Servicer has previously determined, based on a report prepared at the expense of the Trust Fund by an independent
person who regularly conducts site assessments for purchasers of comparable properties (a copy of such report to be provided by
the Special Servicer to the Companion Loan Holders, the Trustee, the Certificate Administrator and the 17g-5 Information Provider
for posting on the 17g-5 Information Provider’s website), that (i) the Property are in compliance with applicable environmental
laws or that taking the remedial actions necessary to comply with such laws is reasonably likely to produce a greater recovery
on a present value basis than not taking such actions and (ii) there are no circumstances known to the Special Servicer relating
to the use of hazardous substances or petroleum-based materials which require investigation or remediation, or that if such circumstances
exist taking such remedial actions is reasonably likely to produce a greater recovery on a net present value basis than not taking
such actions. The Special Servicer shall deliver a copy of any such report to the Rating Agency, subject to Section 10.17.


 


If
the Special Servicer has so determined based on satisfaction of the criteria in this Section 3.12(d) that it would be in
the best economic interest of the Trust and the Companion Loan Holders (as a collective whole as if the Trust Fund and the Companion
Loan Holders constituted a single lender) (as determined in accordance with Accepted Servicing Practices) to institute a foreclosure
or take any other actions described in the immediately preceding paragraph, then subject to the rights of the Controlling Class
Representative to consent to, and the Controlling Class Representative and the Operating Advisor to consult in respect of, such
action, as applicable, the Special Servicer shall take such proposed action. The Special Servicer shall not foreclose upon or
otherwise cause the Trust to acquire ownership of any Collateral other than the Property unless it receives an Opinion of Counsel
(the cost of which shall be paid by the Servicer as a Property Protection Advance unless the Servicer determines that such Property
Protection Advance would constitute a Nonrecoverable Advance) to the effect that such acquisition will not result in an Adverse
REMIC Event (other than the imposition of a tax on “net income from foreclosure property” under Section 860G(c) of
the Code).


 






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The
Special Servicer shall direct the Servicer to, and the Servicer shall, advance the cost of any such compliance, containment, clean
up or remediation as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices,
that such Advance would constitute a Nonrecoverable Advance.


 


(e)           The
environmental site assessments contemplated by Section 3.12(d) shall be prepared by any Independent Person who regularly
conducts environmental site assessments for purchasers of comparable properties, as determined by the Servicer in a manner consistent
with Accepted Servicing Practices. The cost of each such environmental site assessment shall qualify as a Property Protection
Advance and shall be advanced by the Servicer unless the Servicer determines that such Advance would constitute a Nonrecoverable
Advance.


 


(f)           Notwithstanding
any acquisition of title to the Property following a Loan Event of Default under the Whole Loan and cancellation of the Whole
Loan, the Trust Loan and the Companion Loan, the Trust Loan and the Companion Loan shall be deemed to remain outstanding and,
in the case of the Trust Loan, held in the Trust Fund for purposes of the application of collections and shall be reduced only
by collections net of expenses. For purposes of all calculations hereunder, so long as the Trust Loan and the Companion Loan shall
be deemed to remain outstanding, (i) it shall be assumed that the unpaid principal balance of the Trust Loan and the Companion
Loan immediately after any discharge is equal to the unpaid principal balance of the Trust Loan or the Companion Loan immediately
prior to such discharge and (ii) Foreclosure Proceeds shall be applied as provided in Section 1.3(b) and the Co-Lender
Agreement.


 


(g)           Notwithstanding
any provision herein to the contrary, the Special Servicer shall not acquire and hold for the benefit of the Trust Fund any personal
property (including any non-real property Collateral) pursuant to this Section 3.12 unless:


 


(i)           such
personal property is incident to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by the Special
Servicer; or


 


(ii)           the
Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Property Protection
Advance unless the Servicer determines that such Property Protection Advance would constitute a Nonrecoverable Advance in which
case it shall be treated as a trust fund expense) to the effect that the holding of such personal property by the Trust Fund will
not result in an Adverse REMIC Event at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding (and
such Opinion of Counsel may be premised on the designation hereby of any such personal property as being deemed part of an “outside
reserve fund” (within the meaning of Treasury Regulations Section 1.860G-2(h) with the owner of such personal property for
federal income tax purposes to be designated at such time)).


 


Section
3.13.           Trustee, Certificate Administrator and Custodian to Cooperate;
Release of Items in the Mortgage File.  From time to time and as appropriate for the servicing of the Whole Loan or Foreclosure
of or realization on any Property, the Custodian shall, upon receipt of written request of a Servicing Officer of the Servicer
or the Special Servicer and


 






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delivery
to the Custodian of a request for release in the form of Exhibit B hereto, release or cause to be released any items from
the Mortgage File to the Servicer or the Special Servicer, as the case may be, within the lesser of (i) seven (7) calendar days
and (ii) five (5) Business Days of its receipt of the related receipt for release. The Special Servicer shall institute all Foreclosures
as an authorized delegate of the Trustee, on behalf of the Trust and the Companion Loan Holders, pursuant to a limited power of
attorney substantially in the form of Exhibit N hereto from the Trustee to the Special Servicer. In the event that the
Special Servicer cannot institute a Foreclosure in its own name, the Special Servicer shall notify the Trustee and the Trustee
shall, at the written request of a Servicing Officer of the Special Servicer, execute such documents furnished to it as shall
be necessary to the prosecution of any such Foreclosure. Such receipt for release shall obligate the Servicer or the Special Servicer
to (and the Servicer or Special Servicer, as applicable, shall) return such items to the Custodian when the need therefor by the
Servicer or the Special Servicer no longer exists.


 


Section
3.14.         Title and Management of Foreclosed Property.  (a) In the
event that title to any Property is acquired for the benefit of the Certificateholders and the Companion Loan Holders in foreclosure
or by deed-in-lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the
name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust and the Companion Loan
Holders or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company
wholly-owned by the Trust (such limited liability company, the “Foreclosure LLC”) and which is managed by the
Special Servicer (the costs of which shall be advanced by the Servicer, provided that such Advance would not be a Nonrecoverable
Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition
Date shall be deemed to occur under the REMIC Provisions with respect to such Property, the expense of such consultation being
treated as a reimbursable expense of the Special Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust
and the Companion Loan Holders, shall dispose of the Foreclosed Property held by the Trust as expeditiously as appropriate in
accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth
in Section 3.15 and Section 12.2. Subject to Section 12.2 and Section 3.14(e), the Special Servicer shall
hire on behalf of the Trust and the Companion Loan Holders a Successor Manager to manage, conserve, protect and operate such Foreclosed
Property for the Certificateholders and the Companion Loan Holders solely for the purpose of its prompt disposition and sale in
a manner that does not cause such Foreclosed Property to fail to qualify as “foreclosure property” within the meaning
of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the
Code) and such that income from the operation or sale of such property does not result in receipt by the Trust of any income from
non-permitted assets as described in Section 860F(a)(2)(B) of the Code with respect to such property. In connection with such
management, the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the
Collection Account.


 


(b)           The
Special Servicer shall segregate and hold all funds collected and received in connection with the operation of the Foreclosed
Property separate and apart from its own funds and general assets and shall establish and maintain with respect to the Foreclosed
Property a Foreclosed Property Account in (A) the name of the Special Servicer on behalf of the Trustee pursuant to Section
3.6 or (B) the name of the Foreclosure LLC.


 






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(c)           The
Special Servicer shall have full power and authority, subject to Accepted Servicing Practices and the specific requirements and
prohibitions of this Agreement, to do any and all things in connection with the Foreclosed Property for the benefit of the Trust
and the Companion Loan Holders (as a collective whole as if the Trust Fund and the Companion Loan Holders constituted a single
lender) on such terms as are appropriate and necessary for the efficient operation or liquidation, as applicable, of the Foreclosed
Property, so long as the Special Servicer deems such actions to be consistent with Accepted Servicing Practices. Without limiting
the generality of the foregoing, the Special Servicer may retain an independent contractor to operate and manage the Foreclosed
Property; provided, however, the retention of an independent contractor will not relieve the Special Servicer of
its obligations hereunder with respect to the Foreclosed Property.


 


The
Special Servicer shall deposit or cause to be deposited on a daily basis in the Foreclosed Property Account all revenues received
with respect to the Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the
proper operation, management and maintenance of the Foreclosed Property and for other expenses related to the preservation and
protection of the Foreclosed Property, including, but not limited to:


 


(i)           all
insurance premiums due and payable in respect of the Foreclosed Property;


 


(ii)          all
taxes, assessments, charges or other similar items in respect of the Foreclosed Property that could result or have resulted in
the imposition of a lien thereon; and


 


(iii)          all
costs and expenses necessary to preserve the Foreclosed Property, including the payment of ground rent, if any.


 


To
the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i)
through (iii) above, the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance
unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable
Advance.


 


(d)           On
or before the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and
deposit into the Collection Account the proceeds and collections received or collected since the preceding Remittance Date through
the Business Day prior to the Remittance Date on or with respect to the Foreclosed Property (including any funds no longer needed
in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to
fund any reserves deemed necessary for the operation, preservation and protection of the Foreclosed Property, including without
limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements
and other related expenses.


 


(e)           The
Special Servicer, in the name of the Trust, shall (subject to Section 3.14(a)) contract with any Successor Manager for
the operation and management of the


 






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Foreclosed
Property; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided,
further, that:


 


(i)         
  the terms and conditions of any such contract shall not be inconsistent herewith;


 


(ii)           any
such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer
pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of such
Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, as soon as practicable
but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account;


 


(iii)         none
of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Manager
shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust
on behalf of the Certificateholders and the Companion Loan Holders with respect to the operation and management of such Foreclosed
Property; and


 


(iv)         the
Successor Manager shall be permitted to perform construction (including renovations) on such Foreclosed Property only if the construction
was more than 10% complete at the time default on the Trust Loan became imminent.


 


The
Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required, to enter into an 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. All REO Management Fees shall be Trust Fund Expenses payable from the Foreclosed Property Account or subject
to reimbursement pursuant to Section 3.4(c)(xii). The Special Servicer agrees to monitor the performance of the Successor
Manager and to enforce the obligations of the Successor Manager on behalf of the Trust and the Companion Loan Holders. Expenses
incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances.


 


Section
3.15.          Sale of Foreclosed Property.  (a) The Special Servicer,
on behalf of the Trust and the Companion Loan Holders, shall sell the Foreclosed Property on a servicing released basis as expeditiously
as appropriate in accordance with Accepted Servicing Practices in a manner designed to preserve the capital of the Certificateholders
and the Companion Loan Holders and not with a view to the maximization of profit, but in no event later than the Rated Final Distribution
Date in a manner provided under this Section 3.15 and subject to Section 12.2.


 


(b)           Subject
to the consent or consultation rights of the Controlling Class Representative set forth in Section 6.5 and the consultation
rights of the Operating Advisor to the extent set forth in this Agreement, the Special Servicer shall accept the highest cash
bid for the Foreclosed Property received from any person that is at least equal to the Repurchase Price attributable to the Foreclosed
Property. Notwithstanding the foregoing, in the absence of any


 






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such
bid, the Special Servicer shall accept the highest cash bid, if the highest offeror is a Person other than an Interested Person,
that the Special Servicer (or the Trustee as provided in the next sentence) determines is a fair price based on Appraisals obtained
within the last nine (9) months. If the highest bidder is an Interested Person, the Trustee shall determine the fairness of the
highest bid based upon an Appraisal (which may be an Appraisal obtained in the last nine (9) months by the Special Servicer) obtained
at the expense of the Trust Fund, and the Trustee may conclusively rely on the opinion of such Appraisal and such determination
shall be binding upon all parties. The requirements of this Agreement may result in lower sales proceeds than would otherwise
be the case. Notwithstanding the foregoing, and subject to the rights of the Controlling Class Representative and the Operating
Advisor, the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance
with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Certificateholders and the
Companion Loan Holders (as a collective whole, as if such Certificateholders and the Companion Loan Holders constituted a single
lender taking into account the subordinate nature of the B-Note), and the Special Servicer may accept a lower cash offer (from
any person other than an Interested Person) if it determines, in accordance with Accepted Servicing Practices, that acceptance
of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders (as a collective whole,
as if such Certificateholders and the Companion Loan Holders constituted a single lender taking into account the subordinate nature
of the B-Note). Any Holder of a Controlling Class Certificate, the Controlling Class Representative or any affiliate of the foregoing
shall be entitled to participate in, and submit a bid in connection with, any sale of Foreclosed Property, to the same extent
as any other Certificateholder; provided that any such Holder of a Controlling Class Certificate and the Controlling Class
Representative shall for all purposes be considered an Interested Person.


 


(c)           Subject
to the provisions of Section 3.14, the Special Servicer shall act on behalf of the Trust and the Companion Loan Holders
in negotiating and taking any other action necessary or appropriate in connection with the sale of the Foreclosed Property, including
the collection of all amounts payable in connection therewith. Any sale of a Foreclosed Property shall be without recourse to
the Certificate Administrator, the Trustee, the Depositor, the Servicer, the Special Servicer, the Trust, the Certificateholders
or the Companion Loan Holders (except that any contract of sale and assignment and conveyance documents may contain customary
warranties, so long as the only recourse for breach thereof is to the Trust Fund) and if consummated in accordance with the terms
of this Agreement, none of the Certificate Administrator, the Trustee, the Depositor or the Special Servicer shall have any liability
to any Certificateholder with respect to the purchase price thereof accepted by the Special Servicer or the Trustee.


 


(d)           The
proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith,
shall be deposited in the Collection Account in accordance with Section 3.4(a).


 


(e)           Within
30 days of the sale of a Foreclosed Property, the Special Servicer shall provide to the Trustee, the Companion Loan Holders and
the Certificate Administrator a statement of accounting for the Foreclosed Property, including, without limitation, (i) the date
the Foreclosed Property was acquired in foreclosure or by deed-in-lieu of foreclosure or


 






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otherwise,
(ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv)
accrued interest with respect to the Repurchase Price of the Foreclosed Property, calculated from the date of acquisition to the
disposition date, and (v) such other information as the Trustee or the Certificate Administrator may reasonably request.


 


(f)           The
Special Servicer shall be required to deliver to the Servicer such reports and other information as the Servicer needs in its
sole discretion to perform its obligations under this Agreement.


 


(g)           In
connection with the acquisition of the Foreclosed Property pursuant to Section 3.15(b), if the value (as determined by
an Appraisal obtained by the Special Servicer at the time of such foreclosure, the cost of which shall be paid by the Servicer
as a Property Protection Advance) of such Foreclosed Property on the date of the completion of the transfer of the last remaining
portion of the Property by foreclosure is less than the estimated Excess Liquidation Purchase Price as of that date, then the
Holders or Beneficial Owners of Certificates representing more than 50% of the Certificate Balance (without regard to Appraisal
Reduction Amounts or Realized Losses) of the Class HRR Certificates (the “Excess Liquidation Proceeds Option Holder”)
will have the right to exercise the option (referred to herein as, the “Excess Liquidation Proceeds Option”)
to acquire all of the interests in the Foreclosed Property (or, if the Special Servicer has transferred the entire Foreclosed
Property to a Foreclosure LLC, all of the interests in Foreclosure LLC) for the Excess Liquidation Purchase Price. The Excess
Liquidation Proceeds Option shall be assignable only to an Affiliate of such Excess Liquidation Proceeds Option Holder.


 


The
Excess Liquidation Proceeds Option may be cash settled on the closing date of a sale of all of the Foreclosed Property to a third-party
purchaser if the Net Liquidation Proceeds realized in connection with such sale exceed the Excess Liquidation Purchase Price by
5%. Upon the closing any qualifying sale, the Servicer or the Special Servicer, as applicable, shall deliver, or shall cause the
Foreclosure LLC to deliver, to the Excess Liquidation Proceeds Option Holder a cash settlement amount equal to the excess of the
Net Liquidation Proceeds over the Excess Liquidation Purchase Price.


 


Section
3.16.          Sale of the Whole Loan and the Trust Loan.  (a) (i)
Promptly upon the Whole Loan becoming a Defaulted Whole Loan, the Special Servicer shall order (but shall not be required to have
received) Appraisals. The Servicer shall use reasonable efforts to promptly notify in writing the Special Servicer, the Certificate
Administrator, the Operating Advisor, and the Companion Loan Holders, the Controlling Class Representative (so long as no Control
Termination Event or Consultation Termination Event is in effect) and the Trustee of the occurrence of such Special Servicing
Loan Event. Upon delivery by the Servicer of the notice described in the preceding sentence, and subject to the rights of the
Controlling Class Representative and the Operating Advisor, the Special Servicer may offer to sell to any Person, the Whole Loan
or may offer to purchase the Whole Loan, if and when the Special Servicer determines, consistent with Accepted Servicing Practices,
that no satisfactory arrangements can be made for collection of delinquent payments thereon and such a sale would be in the best
economic interests of the Trust and the Companion Loan Holders (as a collective whole, as if such Certificateholders and the Companion
Loan Holders constituted a single lender) on a net


 






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present
value basis. The Special Servicer shall provide the Servicer, the Companion Loan Holders, the Certificate Administrator, the Operating
Advisor, the Controlling Class Representative (so long as no Control Termination Event or Consultation Termination Event is in
effect) and the Trustee not less than five (5) Business Days’ prior written notice of its intention to sell the Whole Loan,
in which case the Special Servicer shall be required to accept the highest offer received from any Person (other than any Interested
Person) for the Whole Loan in an amount at least equal to the Par Price or, at its option, if it has received no offer at least
equal to the Par Price therefor, the Special Servicer may purchase the Whole Loan at the Par Price. The Companion Loan is to be
sold together with the Trust Loan, subject to this Section 3.16 and any additional requirements set forth in the Co-Lender
Agreement.


 


(ii)           In
the absence of any offer at least equal to the Repurchase Price (or purchase by the Special Servicer for the Repurchase Price),
the Special Servicer shall accept the highest offer received that is determined by the Special Servicer (or the Trustee as provided
in the next sentence) to be a fair price for the Whole Loan, if the highest offeror is a Person other than an Interested Person.
If the highest bidder is an Interested Person, the Trustee shall determine the fairness of the highest bid based upon an Appraisal
(which may be an Appraisal obtained in the last nine (9) months by the Special Servicer) obtained at the expense of the Trust
Fund, and the Trustee may conclusively rely on the opinion of such Appraisal and such determination shall be binding upon all
parties. All reasonable costs and fees of the Trustee in making such determination will be reimbursable to it first, by the Servicer
as an Advance, subject to the Servicer’s determination that such amounts are not Nonrecoverable Advances, and then as an
expense of the Trust. The Trustee, in its individual capacity, may not make an offer for or purchase the Whole Loan. Notwithstanding
anything contained in this Section 3.16 to the contrary, if the Trustee is required to determine whether a cash offer by
an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the Interested Person) designate
an independent third party expert in real estate or commercial mortgage loan matters with at least 5 years’ experience in
valuing or investing in loans similar to the Whole Loan that has been selected with reasonable care by the Trustee to determine
if such cash offer constitutes a fair price for the Whole Loan. If the Trustee designates such a third party to make such determination,
the Trustee will be entitled to rely conclusively upon such third party’s determination. The reasonable costs of all appraisals,
inspection reports and broker opinions of value incurred by any such third party pursuant to this paragraph will be covered by,
and will be paid in advance by the Interested Person as a condition to the Trustee’s determination; provided that
the Trustee will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee.
Any Holder of a Controlling Class Certificate, the Controlling Class Representative or any Affiliate of the foregoing will be
entitled to participate in, and submit a bid in connection with, any sale of the Whole Loan to the same extent as any other Certificateholder;
provided that any such Holder of a Controlling Class Certificate and the Controlling Class Representative shall for all
purposes be considered an Interested Person.


 


(iii)          The
Special Servicer shall not be obligated to accept the highest offer if the Special Servicer determines, in accordance with Applicable
Servicing Practices, that the rejection of such offer would be in the best interests of the Holders of the Certificates


 






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and
the Companion Loan Holders (as a collective whole, as if such Certificateholders and the Companion Loan Holders constituted a
single lender taking into account the subordinate nature of the B-Note). In addition, the Special Servicer may accept a lower
offer if it determines, in accordance with Applicable Servicing Practices, that the acceptance of such offer would be in the best
interests of the Holders of the Certificates and the Companion Loan Holders (as a collective whole, as if such Certificateholders
and the Companion Loan Holders constituted a single lender taking into account the subordinate nature of the B-Note), provided
that the offeror is not the Special Servicer or a Person that is an Affiliate of any of them. So long as no Consultation Termination
Event is continuing, the foregoing rights of the Special Servicer shall be subject to the rights of the Controlling Class Representative.
The Special Servicer shall use reasonable efforts to sell the Whole Loan prior to the Rated Final Distribution Date.


 


(iv)         Unless
and until the Whole Loan is sold pursuant to this Section 3.16(a), the Special Servicer shall pursue such other resolution
strategies with respect to the Whole Loan, including, without limitation, workout and foreclosure, as the Special Servicer may
deem appropriate, consistent with the Asset Status Report and Applicable Servicing Practices and the REMIC Provisions.


 


(b)        The
right of the Special Servicer to purchase or sell the Whole Loan after the occurrence of a Special Servicing Loan Event shall
terminate, and shall not be exercisable as set forth in clause (a) above (or if exercised but the purchase of the Whole Loan has
not yet occurred, the Special Servicer’s right shall terminate and such exercise shall be of no further force or effect)
if the Whole Loan is no longer delinquent as a result of any of the following: (i) the Special Servicing Loan Event has ceased
pursuant to the terms of this Agreement, (ii) the Defaulted Whole Loan has become subject to a fully executed agreement reflecting
the terms of the workout arrangement or (iii) the Whole Loan has otherwise been resolved (including by a full or discounted pay-off).


 


(c)    
    Any sale of the Whole Loan shall be for cash only, and shall be in accordance with and subject to the
provisions of the Co-Lender Agreement.


 


(d)  
     Notwithstanding anything to the contrary herein, the Special Servicer shall not sell the Whole Loan
pursuant to Section 3.16(a) without the written consent of the Companion Loan Holders (provided that such consent is not
required from a Companion Loan Holder if such Companion Loan Holder is the Loan Borrower or an Affiliate of the Loan Borrower)
unless the Special Servicer has delivered to the Companion Loan Holders: (a) at least fifteen (15) Business Days prior written
notice of any decision to attempt to sell the 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 appraisals
for the Property, and any documents in the Loan File reasonably requested by such Companion Loan Holder that are material to the
price of the 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) 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 Servicer or the Special Servicer in connection with the proposed sale; provided,
that such


 






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Companion
Loan Holder may waive any of the delivery or timing requirements set forth in this sentence. Any Companion Loan Holder will be
permitted to make offers to purchase, and either such party is permitted to be the purchaser at any sale of, the Whole Loan.


 





Section 3.17.         
Servicing Compensation.   The Servicer shall be entitled to receive the Servicing Fee with respect to the Whole Loan
payable monthly from the Collection Account or otherwise in accordance with and subject to Section 3.4(c). The Servicer
shall be entitled to retain as compensation any late payment charges and certain other customary charges and fees to the extent
described below, as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder, in
each case, to the extent actually received from the Loan Borrower and permitted by, or not prohibited by, and to be allocated
to such amounts by the terms of the Loan Documents and this Agreement, other than: (i) fees of any sub-servicer and the expenses
of any sub-servicer that would not be reimbursable to Servicer if such expenses were incurred by the Servicer; (ii) the cost
of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses of the
Servicer including but not limited to those which may properly be allocable under the Servicer’s accounting system or otherwise
to the Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Servicer
associated with employees of the Servicer performing services in connection with the obligations of the Servicer hereunder; and
(iv) costs and expenses arising from the negligence, bad faith or willful misconduct of the Servicer in performing its obligations
hereunder (the “Servicer Customary Expenses”). So long as no Special Servicing Loan Event has occurred and
is continuing, the Servicer shall also be entitled to retain as additional servicing compensation any late payment fees and Default
Interest (including any late payment fees and Default Interest collected after the occurrence of a Special Servicing Loan Event
but accrued prior to such Special Servicing Loan Event) (to the extent not applied pursuant to Section 3.4(c)), assumption
fees, assumption application fees, substitution fees, release fees, Modification Fees (subject to the last paragraph of this Section 3.17),
defeasance fees, consent fees, amounts collected for checks returned for insufficient funds, charges for beneficiary statements
or demands, loan service transaction and processing fees and similar fees and expenses to the extent, with respect to any such
amounts, collected and allocated to such amounts as permitted by (or not otherwise prohibited by) the terms of the Loan Documents
and this Agreement; provided, however, that the Servicer shall not be entitled to apply or retain any Default Interest
or any late payment charges, with respect to the Whole Loan, with respect to which a default thereunder or Loan Event of Default
is continuing unless and until such default or Loan Event of Default has been cured and all delinquent amounts (including any
Default Interest) due with respect to the Whole Loan have been paid in full and all interest on Advances has been paid in full.
In addition, the Servicer shall be entitled to retain as additional servicing compensation release fees and any income earned
(net of losses to the extent provided in this Agreement) on the investment of funds deposited in the Collection Account and any
Reserve Account (to the extent not payable to the Loan Borrower).


 







 


If
a Special Servicing Loan Event occurs and is continuing, the Special Servicer shall be entitled to receive a Special Servicing
Fee with respect to the Whole Loan for so long as such Special Servicing Loan Event continues as well as reimbursement for all
other costs or expenses incurred by it in performing its duties hereunder other than: (i) the cost of any fidelity bond or errors
and omissions policy required by Section 3.11(d); (ii) overhead expenses of the Special Servicer including but not limited
to those which may properly be allocable under the


 






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Special
Servicer’s accounting system or otherwise to the Special Servicer’s activities under this Agreement or the income
derived by it hereunder including the costs to the Special Servicer associated with employees of the Special Servicer performing
services in connection with the obligations of the Special Servicer hereunder; and (iii) costs and expenses arising from the negligence,
bad faith or willful misconduct of the Special Servicer in performing its obligations hereunder (the “Special Servicer
Customary Expenses”). If a Special Servicing Loan Event is terminated following resolution of such Special Servicing
Loan Event by a written agreement with the Loan Borrower negotiated by the Special Servicer, the Special Servicer shall be entitled
to receive the Work-out Fee. If at any time the Whole Loan becomes a Specially Serviced Loan, the Special Servicer shall use reasonable
efforts, consistent with Accepted Servicing Practices, to collect the amount of any Special Servicing Fee, Liquidation Fee and/or
Work-out Fee from the Loan Borrower pursuant to Section 17.6 of the Loan Agreement, including exercising all remedies available
under the Loan Agreement that would be in accordance with Accepted Servicing Practices, specifically taking into account the costs
or likelihood of success of any such collection efforts and the Realized Loss that would be incurred by Certificateholders in
connection therewith as opposed to the Realized Loss that would be incurred as a result of not collecting such amounts from the
Loan Borrower. Notwithstanding anything herein to the contrary, with respect to any Collection Period, the Special Servicer shall
only be entitled to receive a Work-out Fee or a Liquidation Fee, but not both.


 


If
the Special Servicer is terminated (other than for cause) or resigns after such written agreement is entered into and before or
after the Special Servicing Loan Event is terminated, it shall retain the right to receive any and all Work-out Fees on all payments
of principal and interest made on the Whole Loan following such written agreement (negotiated by such Special Servicer prior to
its termination or resignation) for so long as another Special Servicing Loan Event does not occur and the successor Special Servicer
shall have no rights with respect to such Work-out Fee. In addition, the Special Servicer shall be entitled to receive a Liquidation
Fee with respect to any Liquidated Property or the liquidation of the Whole Loan or any portion thereof or the Notes (whether
through judicial foreclosure, sale, discounted payoff or other liquidation) as to which the Special Servicer receives Liquidation
Proceeds. However, the Special Servicer shall not be entitled to receive a Liquidation Fee in connection with (i) a repurchase
of the Trust Loan by the Sponsor pursuant to the Loan Purchase Agreement, (ii) a sale of the Whole Loan or any portion thereof
by the Special Servicer to an Interested Person in accordance with Section 3.16 or (iii) a purchase of the Trust Loan or
a Foreclosed Property by the Controlling Class Representative or any Affiliate thereof, if such purchase occurs within 90 days
after the date on which the Special Servicer first delivers to the Controlling Class Representative notice of a Loan Event of
Default. For the avoidance of doubt, the intent of Section 17.6 of the Loan Agreement requires the Loan Borrower to be responsible
for the payment of Liquidation Fees and the Special Servicer will be entitled to, and may collect, any Liquidation Fees payable
to it from the Loan Borrower pursuant to such Section 17.6 of the Loan Agreement as would be calculated hereunder. The Liquidation
Fee with respect to the Specially Serviced Loan or Foreclosed Property shall be reduced by the amount of any Modification Fees
paid by or on behalf of the Loan Borrower with respect to the Specially Serviced Loan or Foreclosed Property and received by the
Special Servicer as compensation, but only to the extent those fees have not previously been deducted from a Work-out Fee or Liquidation
Fee. Notwithstanding the foregoing, if the Whole Loan becomes subject to a Special Servicing Event solely due to an event described
in clause (iii) of the definition of “Special Servicing Loan


 






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Event”
and the related Liquidation Proceeds are received within 90 days following the Stated Maturity Date as a result of the Whole Loan
being refinanced or receipt of other final payment (other than a discounted pay-off), the Special Servicer shall not be entitled
to deduct a Liquidation Fee from amounts due to the Certificateholders but may collect and retain appropriate fees from the Loan
Borrower in connection with such liquidation.


 


The
Special Servicing Fee and any Liquidation Fee payable from Liquidation Proceeds (and not the Loan Borrower) shall be payable from
funds on deposit in the Collection Account as provided in Section 3.4(c). The Special Servicer during the continuance of
a Special Servicing Loan Event shall also be entitled to retain as additional servicing compensation any late payment fees (to
the extent not applied pursuant to Section 3.4(c)), Default Interest (to the extent not applied pursuant to Section
3.4(c)), assumption fees, assumption application fees, Modification Fees (subject to the last paragraph of this Section
3.17), defeasance fees, consent fees, loan service transaction fees and similar fees and expenses and any income earned (net
of losses to the extent provided in this Agreement) on the investment of funds deposited in the Foreclosed Property Account.


 


Notwithstanding
any other provision in this Agreement, neither the Servicer nor the Special Servicer, as applicable, shall be entitled to reimbursement
for an expense incurred under this Agreement or in connection with the performance of its duties hereunder unless (i) the amount
of such payment to the Servicer or the Special Servicer, as the case may be, is reimbursed to the Trust Fund by the Loan Borrower
(to the extent the Loan Borrower is required to do so under the Loan Agreement); (ii) failure of the Loan Borrower to reimburse
for such payment constitutes a Loan Event of Default; (iii) such expense is an “unanticipated expense incurred by the REMIC”
within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) or is otherwise an unanticipated expense (it being understood
that the Servicer Customary Expenses and the Special Servicer Customary Expenses are not unanticipated); or (iv) such reimbursement
is expressly provided for herein or such expense is expressly described herein as an expense of the Trust Fund or as an Advance.


 


Except
as otherwise expressly provided herein, no transfer, sale, pledge or other disposition of the Servicer’s right to receive
all or any portion of the Servicing Fee (or the Special Servicer’s right to receive all or any portion of the Special Servicing
Fee) or other servicing compensation provided for herein shall be made, and any such attempted transfer, sale, pledge or other
disposition shall be void, unless such transfer is made to a successor Servicer or successor Special Servicer, as applicable,
in connection with the assumption by such successor of the duties hereunder pursuant to Section 7.2.


 


With
respect to each Collection Period, the Special Servicer shall deliver or cause to be delivered to the Servicer on the Determination
Date, and the Servicer shall deliver, to the extent it has received, or cause to be delivered to the Certificate Administrator,
without charge on the Remittance Date, an electronic report that discloses and contains an itemized listing of any Disclosable
Special Servicer Fees received by the Special Servicer or any of its Affiliates during the related Collection Period.


 


KeyBank
and any successor holder of the Excess Servicing Fee Rights shall be entitled, at any time, at its own expense, to transfer, sell,
pledge or otherwise assign such Excess


 






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Servicing
Fee Rights in whole (but not in part), to any QIB or Institutional Accredited Investor (other than a Benefit Plan), provided
that no such transfer, sale, pledge or other assignment shall be made unless (i) that transfer, sale, pledge or other assignment
is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws
and is otherwise made in accordance with the Securities Act and such state securities laws, (ii) the prospective transferor shall
have delivered to the Depositor a certificate substantially in the form attached as Exhibit R-1 hereto, and (iii) the prospective
transferee shall have delivered to KeyBank and the Depositor a certificate substantially in the form attached as Exhibit R-2
hereto. None of the Depositor, the Trustee or the Certificate Registrar is obligated to register or qualify an Excess Servicing
Fee Right under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement
to permit the transfer, sale, pledge or assignment of an Excess Servicing Fee Right without registration or qualification. KeyBank
and each holder of an Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other assignment of such Excess
Servicing Fee Right shall, and KeyBank hereby agrees, and each such holder of an Excess Servicing Fee Right by its acceptance
of such Excess Servicing Fee Right shall be deemed to have agreed, in connection with any transfer of such Excess Servicing Fee
Right effected by such Person, to indemnify the Certificateholders, the Trust, the Depositor, the Initial Purchaser, the Trustee,
the Certificate Administrator, the Servicer, the Special Servicer and the Operating Advisor against any liability that may result
if such transfer is not exempt from registration and/or qualification under the Securities Act or other applicable federal and
state securities laws or is not made in accordance with such federal and state laws or in accordance with the foregoing provisions
of this paragraph. By its acceptance of an Excess Servicing Fee Right, the holder thereof shall be deemed to have agreed not to
use or disclose such information in any manner that could result in a violation of any provision of the Securities Act or other
applicable securities laws or that would require registration of such Excess Servicing Fee Right or any Certificate pursuant to
the Securities Act. Following any transfer, sale, pledge or assignment of an Excess Servicing Fee Right or the termination of
KeyBank as the Servicer, the Person then acting as the Servicer, shall pay, out of each amount paid to such Servicer as Servicing
Fees, the related Excess Servicing Fees to the holder of such Excess Servicing Fee Right within one (1) Business Day following
the payment of such Servicing Fees to such Servicer, in each case in accordance with payment instructions provided by such holder
in writing to such Servicer. The holder of an Excess Servicing Fee Right shall not have any rights under this Agreement except
as set forth in the preceding sentences of this paragraph. None of the Depositor, the Special Servicer, the Certificate Administrator
or the Trustee shall have any obligation whatsoever regarding payment of the Excess Servicing Fee or the assignment or transfer
of the Excess Servicing Fee Right.


 


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 and appraisal fees or as a result of any other
fee-sharing arrangement) from any Person (including, without limitation, the Trust, the Loan Borrower, the Property Manager, any
guarantor or indemnitor in respect of the Whole Loan and any purchaser of the Whole Loan or the Foreclosed Property) in connection
with the disposition, workout or foreclosure of the Whole Loan, the management or disposition of the Foreclosed Property, or the
performance of any other special servicing duties under this Agreement, other than as expressly provided in this Section 3.17;
provided, however, that such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 






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Notwithstanding
anything herein to the contrary, (i) the Servicer and the Special Servicer shall each be entitled to 50% of any Modification Fees
incurred in connection with the extension of the Stated Maturity Date of the Whole Loan to which Special Servicer’s consent
is required pursuant to clause (vii)(c) of the definition of Special Servicing Loan Event and (ii) the Special Servicer shall
be entitled to 50% of any Modification Fees, assumption fees (excluding assumption application fees) and consent fees incurred
in connection with any Major Decision for which the Special Servicer’s consent is required pursuant to Section 6.5(a).


 


Section
3.18.          Reports to the Certificate Administrator; Account Statements.
 (a) The Servicer shall prepare, or cause to be prepared, and deliver to the Certificate Administrator, and
each Companion Loan Holder in an electronic format which format is reasonably acceptable to the Certificate Administrator, consistent
with Accepted Servicing Practices, not later than (i) 2:00 p.m. (New York time) two Business Days prior to each Distribution Date,
the CREFC® Loan Periodic Update File and (ii) 2:00 p.m. (New York time) on the Remittance Date immediately preceding
each Distribution Date, the remaining CREFC® Reports (except the CREFC® Bond Level File, the CREFC®
Collateral Summary File, the CREFC® Special Servicer Loan File, the CREFC® Operating Statement
Analysis Report and the CREFC® NOI Adjustment Worksheet). The Certificate Administrator shall prepare the CREFC®
Bond Level File.


 


In
addition, the Servicer (with respect to non-Specially Serviced Loans) shall prepare and make available to any Privileged Person
and any Borrower Related Party that certifies to the Certificate Administrator in the form of Exhibit BB-2 that it is a
Certificateholder or Beneficial Owner of a Certificate, on the Servicer’s internet website (initially, www.keybank.com/key2cre),
and the Special Servicer (with respect to Specially Serviced Loans and REO Property) shall prepare and deliver to the Servicer
(who shall promptly make available to any Privileged Person and any Borrower Related Party that certifies to the Certificate Administrator
in the form of Exhibit BB-2 that it is a Certificateholder or Beneficial Owner of a Certificate, on the Servicer’s
internet website (initially, www.keybank.com/key2cre) with respect to the Property and REO Property, a CREFC® Operating
Statement Analysis Report and a CREFC® NOI Adjustment Worksheet within 30 days after the Servicer’s or Special
Servicer’s, as applicable, receipt of each of the Loan Borrower’s quarterly financials (commencing with the quarter
ending March 31, 2018) and annually within 30 days after receipt of each of the Loan Borrower’s annual financials for the
year ending December 31, 2018); provided, however, that any analysis or report with respect to the first calendar
quarter of each year will not be required to the extent not required to be provided in the then-current applicable CREFC®
guidelines. Additionally, the Servicer shall deliver the CREFC® Operating Statement Analysis Report and the
CREFC® NOI Adjustment Worksheet on a monthly basis to the Certificate Administrator; provided, however,
the Servicer shall have no obligation to update such reports except as set forth in the immediately preceding paragraphs, and
no analysis shall be required to the extent such analysis or update is not required to be provided under the then-current applicable
CREFC® Guidelines.


 


In
addition, on a calendar quarterly basis within 30 days after the Servicer’s receipt of each of the Loan Borrower’s
quarterly financial statements (commencing with the quarter ending December 31, 2017), the Servicer shall deliver, to the extent
it has received, or cause to be delivered to the Certificate Administrator such financial statements.


 






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(b)           The
Servicer shall furnish to the Certificate Administrator, in electronic format which format is reasonably acceptable to the Certificate
Administrator, the CREFC® Reports produced by it pursuant to this Agreement not later than the time period specified
in Section 3.18(a), and thereafter furnish to the 17g-5 Information Provider the CREFC® Reports produced
by it pursuant to this Agreement, who shall promptly post such reports to the 17g-5 Information Provider’s Website pursuant
to Section 10.16.


 


(c)           The
Servicer shall produce the reports described in this Section 3.18 solely from information provided to the Servicer by the
Loan Borrower pursuant to the Loan Agreement (without modification, interpretation or analysis) or by the Special Servicer, Sponsor
or Depositor pursuant to this Agreement. None of the Trustee, the Certificate Administrator, the Servicer or the Special Servicer
shall be responsible for the completeness or accuracy of such information (except that the Servicer shall use efforts consistent
with Accepted Servicing Practices to correct patent errors).


 


Section
3.19.           [Reserved].


 


Section
3.20.           [Reserved].


 


Section
3.21.          Access to Certain Documentation Regarding the Whole Loan and Other Information.  (a) The Servicer
and the Special Servicer shall provide to the Certificate Administrator, the Controlling Class Representative (so long as no
Control Termination Event or Consultation Termination Event is in effect), the Trustee, the Initial Purchaser, the Depositor,
any Certificateholders that are federally insured financial institutions, the Federal Reserve Board, the Federal Deposit
Insurance Corporation and the Office of the Comptroller of the Currency and the supervisory agents and examiners of such
boards and such corporations, and any other governmental or regulatory body to the jurisdiction of which any
Certificateholder is subject, access to the documentation regarding the Whole Loan required by applicable regulations of the
Federal Reserve Board, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency or any such
governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal
business hours at the offices of the Servicer or Special Servicer.


 


(b)           The
Depositor hereby authorizes the Certificate Administrator to, and the Certificate Administrator shall, make available to Bloomberg
Financial Markets, L.P., Trepp, LLC, Intex Solutions, Inc., CMBS.com, Moody’s Analytics, BlackRock Financial Management,
Inc., Markit Group Limited or such other vendor chosen by the Depositor that submits to the Certificate Administrator a certification
in the form of Exhibit Q to this Agreement, all the Distribution Date Statements, CREFC® Reports and supplemental
notices delivered or made available pursuant to Section 8.14(c) to Privileged Persons and providing such information shall
not constitute a breach of this Agreement by the Certificate Administrator.


 


(c)           If
any of the parties to this Agreement receives a Form ABS Due Diligence-15E from any party in connection with any third-party due
diligence services such party may have provided with respect to the Trust Loan (“Due Diligence Service Provider”),
such receiving party shall promptly forward such Form ABS Due Diligence-15E to the 17g-5 Information Provider for posting on the
17g-5 Information Provider’s Website. The 17g-5


 






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Information
shall post on the 17g-5 Information Provider’s Website any Form ABS Due Diligence-15E it receives directly from a Due Diligence
Service Provider or from another party to this Agreement, promptly upon receipt thereof.


 


(d)           The
Special Servicer shall promptly notify the Certificate Administrator if the Special Servicer has actual knowledge that any Special
Servicer Termination Event has occurred.


 


Section
3.22.          Inspections.  The Servicer shall inspect or cause to be inspected the Property not less frequently than once
each year commencing in 2018; provided, however, that the Servicer shall not be required to inspect the Property
if it has been inspected by the Special Servicer in the preceding 12 months. The Special Servicer shall inspect or cause to be
inspected the Property as applicable and as soon as practicable following the occurrence of a Special Servicing Loan Event and
annually for so long as a Specially Serviced Loan Event is continuing. The Servicer or the Special Servicer, as applicable, shall
further inspect, or cause to be inspected, the Property whenever it receives information that the Property has been damaged, left
vacant, or abandoned, or if waste is being committed thereto. All such inspections shall be performed in such manner as shall
be consistent with Accepted Servicing Practices. The cost of the annual inspections referred to in the first sentence of this
paragraph shall be an expense of the Servicer; the cost of all additional inspections referred to in this paragraph shall be a
Trust Fund Expense and if paid by the Servicer shall constitute a Property Protection Advance or an Administrative Advance. The
Servicer or Special Servicer, as the case may be, shall prepare a written report of inspection and deliver it to the Certificate
Administrator. The Certificate Administrator shall post such report on the Certificate Administrator’s Website pursuant
to Section 8.14(b).


 


Section
3.23.          Advances.  (a) In the event that a Monthly
Payment (or an Assumed Monthly Payment, as applicable) (other than the Balloon Payment) or any portion of a Monthly Payment
(or an Assumed Monthly Payment, as applicable) (other than any Balloon Payment) on the Trust Loan has not been received by
the close of the Business Day immediately prior to the Remittance Date, the Servicer, subject to its determination that such
amounts are not Nonrecoverable Advances, shall make an advance on such Remittance Date to the Distribution Account, in an
amount equal to the Monthly Payment (or an Assumed Monthly Payment, as applicable), or any such portion of the Monthly
Payment (or an Assumed Monthly Payment, as applicable) on the Trust Loan that was delinquent as of the close of the Business
Day immediately prior to such Remittance Date, in each case, net of the Servicing Fee (which will not be paid to the Servicer
until the funds in the Collection Account are available for payment of such fee); provided that neither the Servicer
nor any other party shall be entitled to interest accrued on the amount of any Monthly Payment Advance with respect to any
the Trust Loan if the related Monthly Payment (or an Assumed Monthly Payment, as applicable) in respect of the Trust Loan is
received by the Servicer or the Certificate Administrator, as applicable, by 2:00 p.m., New York time, on such Remittance
Date. For the avoidance of doubt, in the event that the amount of interest on the Trust Loan is reduced as a result of any
modification to the Trust Loan, any future Monthly Payment Advance made with respect to such modified Trust Loan shall be in
such amounts as may be required as a result of such reduction. The Servicer shall maintain a record of each Monthly Payment
Advance it has made pursuant to this Section 3.23(a) on the Trust Loan and the amount allocated to the related Note on
a Note-by-Note Basis and shall notify the Certificate Administrator thereof in the appropriate CREFC®


 






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Reports
in order to permit allocation thereof pursuant to Sections 3.4 and 3.5. In the event that the Servicer does not
remit any amounts required to be remitted to the Certificate Administrator on each Remittance Date (including any amounts required
to be remitted pursuant to Section 3.5 and any required Monthly Payment Advance) to the Certificate Administrator for deposit
in the Distribution Account on the Remittance Date, the Servicer shall pay to the Certificate Administrator interest on such amounts
at the federal funds rate for the period from and including the Remittance Date to but excluding the Distribution Date or, if
earlier, the actual remittance date.


 


Notwithstanding
anything herein to the contrary, Monthly Payment Advances with respect to the Trust Loan shall be reimbursed solely out of amounts
allocated to the Trust Loan pursuant to the Co-Lender Agreement and will not be reimbursed out of amounts allocated to the Companion
Loan, and Companion Loan Advances with respect to the Companion Loan shall be reimbursed solely out of amounts allocated to such
Companion Loan pursuant to the Co-Lender Agreement and will not be reimbursed out of amounts allocated to the Trust Loan or the
other Companion Loan.


 


At
any time that an Appraisal Reduction Amount exists, the amount that would otherwise be required to be advanced by the Servicer
in respect of delinquent payments of principal and interest on the Trust Loan shall be reduced by multiplying such amount by a
fraction, the numerator of which is the then outstanding principal balance of the Trust Loan minus the applicable Appraisal Reduction
Amount and the denominator of which is the then outstanding principal balance of the Trust Loan.


 


(b)           Subject
to Section 3.23(e),  the Servicer shall advance for the benefit of the Certificateholders and the Companion Loan Holders,
to the extent it determines that such amount is recoverable, all customary and reasonable out-of-pocket costs and expenses incurred
by the Servicer or the Special Servicer in the performance of its servicing obligations, including, but not limited, to the costs
and expenses incurred in connection with (i) the preservation, restoration, operation and protection of the Property which, in
the Servicer’s sole discretion, exercised in accordance with Accepted Servicing Practices, are necessary to prevent an immediate
or material loss to the Trust Fund’s interest in the Property, (ii) the payment of (A) real estate taxes, assessments and
governmental charges that may be levied or assessed against the Loan Borrower or any of its affiliates or the Property or revenues
from the Property or which become liens on such Property, (B) insurance premiums, (C) ground lease rents or other amounts required
to be paid under any ground leases and (D) the out-of-pocket costs and expenses of the Servicer or the Special Servicer, as applicable
(including, without limitation, reasonable attorneys’ fees and expenses) to the extent not paid by the Loan Borrower that
are incurred in connection with assumption of the Whole Loan or a release of the Property from the liens of the Mortgages, (iii)
any enforcement or judicial proceedings, including foreclosures and including, but not limited to, court costs, attorneys’
fees and expenses and costs for third-party experts, including appraisers and environmental and engineering consultants, and (iv)
the management, operation and liquidation of the Property if such Property is acquired by the Special Servicer or its affiliate
in the name of the Trustee on behalf of the Trust (collectively, “Property Protection Advances”). During the
continuation of a Special Servicing Loan Event, the Special Servicer shall give the Servicer and the Trustee not less than five
Business Days’ written notice before the date on which the Servicer is requested to make any Property Protection Advance
with respect to the


 






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Whole
Loan or the Foreclosed Property; provided, however, that only three Business Days’ written notice shall be
required in respect of Property Protection Advances required to be made on an urgent or emergency basis (which may include, without
limitation, Property Protection Advances required to make tax or insurance payments). In addition, the Special Servicer shall
provide the Servicer with such information in its possession as the Servicer may reasonably request to enable the Servicer to
determine whether a requested Property Protection Advance would constitute a Nonrecoverable Advance. Notwithstanding anything
herein to the contrary, if the Special Servicer requests that the Servicer make an Advance, the Servicer may conclusively rely
on such request as evidence that such advance is not a Nonrecoverable Advance.


 


(c)           To
the extent the Servicer fails to make an Advance that it is required to make under this Agreement, the Trustee shall be required
to make such Advance pursuant to Section 7.6. It is understood that the obligation of the Servicer and the Trustee (pursuant
to Section 7.6) to make such Advances is mandatory, subject to the limitations set forth in this Agreement, and shall continue
to apply after any modification or amendment of the Whole Loan pursuant to Section 3.24 hereof, beyond the Stated Maturity
Date of the Whole Loan if a payment default shall have occurred on such date and through any court appointed stay period or similar
payment delay resulting from any insolvency of the Loan Borrower or related bankruptcy, notwithstanding any other provision of
this Agreement, other than the requirement of recoverability, and shall continue, subject to the requirement of recoverability,
until the earlier of (i) the payment in full of the Trust Loan and (ii) the date on which the Property become liquidated.


 


(d)           Interest
on each Advance made by the Servicer or the Trustee shall accrue for each day that such Advance is outstanding at a rate of interest
equal to the Prime Rate (the “Advance Rate”) for each such day (or the most recent day on which the Prime Rate
was reported, if not reported on such day) on the basis of a year of 360 days and the actual number of days elapsed in a month.
Interest on the Advances shall compound annually.


 


(e)           Notwithstanding
any other provision in this Agreement, the Servicer or the Trustee, as applicable, shall be obligated to make an Advance only
to the extent that the Servicer or the Trustee, as applicable, has determined that such Advance, together with any previous unreimbursed
Advances and interest on all those Advances at the Advance Rate, would not constitute a Nonrecoverable Advance if made. The Trustee
and the Servicer, in that order, shall be entitled to reimbursement for any such Advances from the Collection Account and shall
obtain such reimbursement in accordance with Section 3.4(c). If the context requires, each reference to the reimbursement
or payment of an Advance shall be deemed to include, whether or not specifically referred to, payment or reimbursement of interest
thereon at the Advance Rate through the date of payment or reimbursement.


 


(f)           The
determination by the Servicer or the Trustee that it has made a Nonrecoverable Advance or that any proposed Advance, if made,
would constitute a Nonrecoverable Advance, shall be evidenced by the delivery of an Officer’s Certificate to the Certificate
Administrator, the Companion Loan Holders, the Operating Advisor, the Controlling Class Representative (so long as no Consultation
Termination Event is continuing), and the Trustee in electronic format which format is reasonably acceptable to the Certificate


 






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Administrator
and the Trustee (if such determination is made by the Servicer), detailing the reasons for such determination with supporting
documents attached. Such Officer’s Certificate shall be made available to any Privileged Person by the Certificate Administrator
posting such Officer’s Certificate to the Certificate Administrator’s Website pursuant to Section 8.14(b).
The costs of any appraisals, reports or surveys and other information requested by the Servicer or the Trustee establishing an
Advance as a Nonrecoverable Advance shall be treated as Trust Fund Expenses, payable from the Collection Account pursuant to Section
3.4(c), and shall constitute a Property Protection Advance or Administrative Advance, as applicable, if paid by the Servicer
or the Trustee from its funds. The Servicer’s determination of nonrecoverability in accordance with the above provisions
shall be conclusive and binding on the Trustee and the Trustee shall be entitled to rely conclusively thereupon. The Trustee,
in determining whether or not a proposed Advance would be a Nonrecoverable Advance, shall make such determination in its reasonable
business judgment.


 


(g)           The
Servicer and the Trustee are not obligated to advance or pay (i) the delinquent scheduled payments with respect to the Companion
Loan, (ii) the Balloon Payment with respect to the Trust Loan or the Companion Loan (but are required to advance the Assumed Monthly
Payment with respect to the Trust Loan), (iii) any Default Interest, (iv) amounts required to cure any damages resulting from
Uninsured Causes (except as required pursuant to Section 3.12(c)), any failure of the Property to comply with any applicable
law, including any environmental law, or (except in connection with the foreclosure or other acquisition of the Property in accordance
with Section 3.12 upon the occurrence of a Loan Event of Default) to investigate, test, monitor, contain, clean up, or
remedy an environmental condition present at the Property, (iv) any losses arising with respect to defects in the title to the
Property, (v) any costs of capital improvements to the Property other than those necessary to prevent an immediate or material
loss to the Trust’s interest in the Property, (vi) subordinated obligations or (vii) any Prepayment Charges.


 


Section
3.24.          Modifications of Loan Documents.  (a) (i)
The Servicer (if no Special Servicing Loan Event has occurred or is continuing) or the Special Servicer (if a Special
Servicing Loan Event occurs and is continuing), subject to (x) the consent of the Controlling Class Representative prior to
the occurrence and continuance of a Control Termination Event, (y) the consultation and review rights of the Controlling
Class Representative after the occurrence and during the continuance of a Control Termination Event but prior to the
occurrence of a Consultation Termination Event and (z) the consultation and review rights of the Operating Advisor provided
for in this Agreement after the occurrence and during the continuance of an Operating Advisor Consultation Event, may modify,
waive or amend any term of the Whole Loan if such modification, waiver or amendment (a) is consistent with the
Accepted Servicing Practices and (b) does not result in an Adverse REMIC Event (and the Servicer or the Special Servicer, as
applicable, may obtain and be entitled to rely upon an Opinion of Counsel in connection with such determination) or cause any
REMIC related to any Other Securitization Trust securities to fail to qualify as a REMIC under the Code. Notwithstanding
anything herein to the contrary, in no event may the Servicer or the Special Servicer permit an extension of the Stated
Maturity Date beyond the date that is seven (7) years prior to the latest Rated Final Distribution Date. In connection with
(i) the release of a Property or a portion of a Property from the lien of the Mortgage or (ii) the taking of a Property or
portion of a Property by exercise of the power of eminent domain or condemnation, if the Loan Documents require the Servicer
or the


 






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Special
Servicer, as applicable, to calculate the loan-to-value ratio of the remaining portion of such Property, for purposes of REMIC
qualification of the Trust Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value
of personal property and going concern value, if any.


 


(b)           All
modifications, waivers or amendments of the Whole Loan shall be in writing and shall be effected in a manner consistent with Accepted
Servicing Practices, the REMIC Provisions and the provisions of the Co-Lender Agreement. The Servicer or the Special Servicer,
as applicable, shall notify the Certificate Administrator, the Custodian, the Trustee, the Operating Advisor, the Companion Loan
Holders, the Controlling Class Representative (so long as no Consultation Termination Event is continuing) and the Depositor,
in writing, of any modification, waiver or amendment of any term of the Whole Loan and the date thereof, and shall deliver to
the Custodian, the Companion Loan Holders and the Controlling Class Representative (so long as no Control Termination Event or
Consultation Termination Event is in effect) an original and, if applicable, recorded counterpart of the agreement relating to
such modification, waiver or amendment within ten (10) Business Days following the execution and, if applicable, recordation thereof
with a copy to the Operating Advisor and, and so long as no Control Termination Event or Consultation Termination Event is in
effect, the Controlling Class Representative. In the event the Servicer or Special Servicer adversely modifies the interest rate
applicable to any Note, any aggregate adverse economic effect of the modification shall be applied to the Certificates, in reverse
order of seniority. If the Whole Loan is modified, the Note Interest Rate on each Note shall not change for purposes of distributions
on the Certificates. Notwithstanding the foregoing, neither the Servicer nor the Special Servicer shall modify the Note Interest
Rates unless the Trust Loan is in default or default is reasonably foreseeable.


 


(c)           Subject
to Section 3.26, any modification of the Loan Documents that requires a Rating Agency Confirmation pursuant to the Loan
Documents, or any modification that would eliminate, modify or alter the requirement of obtaining such Rating Agency Confirmation
in the Loan Documents, shall not be made without the Servicer’s or the Special Servicer’s, as applicable, first receipt
of such Rating Agency Confirmation. Such Rating Agency Confirmation shall be obtained at the Loan Borrower’s expense in
accordance with the Loan Agreement or, if not so provided in the Loan Agreement or if the Loan Borrower does not pay, at the expense
of the Trust Fund.


 


(d)           Promptly
after the occurrence and during the continuance of a Special Servicing Loan Event, the Special Servicer shall request from the
Certificate Administrator the name of the current Controlling Class Representative. Upon receipt of the name of such current Controlling
Class Representative from the Certificate Administrator, the Special Servicer shall notify the Controlling Class Representative
that a Special Servicing Loan Event has occurred. The Certificate Administrator shall be responsible for providing the name of
the current Controlling Class Representative only to the extent the Controlling Class Representative has identified itself as
such to the Certificate Administrator; provided that if the Controlling Class Representative is determined pursuant to
the proviso in the definition of “Controlling Class Representative”, then (i) the Certificate Administrator shall
determine which Class is the Controlling Class and (ii) the Special Servicer shall request from the Certificate Administrator,
and the Certificate Administrator shall request from the Depository at the expense of the Trust, the list of Beneficial Holders
of the Controlling Class, and the Certificate Administrator shall


 






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provide
(on a reasonably prompt basis) such list to the Special Servicer and the Servicer at the expense of the Trust Fund.


 


(e)           Subject
to Section 3.26, prior to implementing any of the following actions, the Servicer or the Special Servicer shall obtain
a Rating Agency Confirmation with respect to such action:


 


(i)            any
transfer of the Property or any portion of the Property, or any transfer of any direct or indirect ownership interest in a Loan
Borrower to the extent the Loan Lender’s consent is required under the Loan Documents, except in each case as expressly
permitted by the Loan Documents without the Loan Lender’s consent or in connection with a pending or threatened condemnation;


 


(ii)           any
consent to incurrence of additional debt by a Loan Borrower or mezzanine debt by a direct or indirect parent of a Loan Borrower,
including modification of the terms of any document evidencing or securing any such additional debt and of any intercreditor or
subordination agreement executed in connection therewith and any waiver of or amendment or modification to the terms of any such
document or agreement, in each case to the extent the mortgagee’s approval is required by the Loan Documents;


 


(iii)          approval
of the termination or replacement of the Property Manager, to the extent the Loan Lender’s approval is required by the Loan
Documents; and


 


(iv)          any
of the actions described in clauses (i), (ii) or (xii) of the definition of “Major Decision”.


 


Notwithstanding
the foregoing, the Servicer and Special Servicer may, subject to certain conditions (but without any Rating Agency Confirmation)
grant a Loan Borrower’s request for consent to subject the Property to an easement, right-of-way or similar agreement for
utilities, access, parking, public improvements or another similar purpose and may consent to subordination of the Whole Loan
to such easement, right-of-way or similar agreement.


 


(f)           Notwithstanding
the foregoing, the Servicer shall not permit the substitution of a Property pursuant to the defeasance provisions of the Loan
Agreement unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii) and the 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 Loan Documents, in an amount sufficient to make all scheduled payments required under
the terms of the Whole Loan when due, (ii) a certificate of an Independent certified public accountant to the effect that such
substituted property will provide cash flows sufficient to meet all payments of interest and principal (including payments at
maturity) on the Whole Loan in compliance with the requirements of the terms of the Loan Documents, (iii) one or more Opinions
of Counsel (at the expense of the Loan Borrower) to the effect that the Trustee, on behalf of the Trust, will have a first priority
perfected security interest in such substituted property; provided, however, that, to the extent consistent with
the Loan Documents, the Loan Borrower shall pay the cost of any such opinion as a condition to granting such defeasance, (iv)
to the extent consistent with the Loan


 






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Documents,
the Loan Borrower shall establish a single purpose entity to act as a successor mortgagor, if so required by the Rating Agency,
(v) to the extent permissible under the Loan Documents, the Servicer shall use its reasonable efforts to require the Loan Borrower
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 Loan Documents, the Servicer shall obtain, at the expense of the Loan Borrower, Rating Agency
Confirmation from the Rating Agency.


 


(g)           The
Servicer shall deposit all payments received by it from defeasance collateral substituted for a Property into the Collection Account
and treat any such payments as payments made on the Whole Loan in advance of its Payment Date, and not as a prepayment of the
Whole Loan. Notwithstanding anything herein to the contrary, in no event shall the 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).


 


Section
3.25.          Servicer and Special Servicer May Own Certificates. The Servicer, the Special Servicer and any agent thereof
in its individual or any other capacity may become the owner or pledgee of Certificates with the same rights it would have if
it were not the Servicer, the Special Servicer or such agent except as otherwise provided herein subject to the restrictions on
voting set forth in the definition of Certificateholder.


 


Section
3.26.         Rating Agency Confirmations. (a) Notwithstanding the
terms of any Loan Documents, the Intercreditor Agreement or other provisions of this Agreement, if any action under any Loan
Documents or this Agreement requires a Rating Agency Confirmation as a condition precedent to such action, if the party (the
“Requesting Party”) attempting to obtain such Rating Agency Confirmation from the Rating Agency has made a
request to any such Rating Agency for such Rating Agency Confirmation and, within 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 a Rating Agency Confirmation, then such Requesting Party shall be required (without providing
notice to the 17g-5 Information Provider) to (i) confirm that the applicable Rating Agency has received the Rating Agency
Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again and (ii) if there is
no response to either Rating Agency Confirmation request within 5 Business Days of such confirmation or such second request
(after seeking to confirm that the applicable Rating Agency received such second Rating Agency Confirmation request), as
applicable, then (x) with respect to any condition in the Loan Documents requiring a Rating Agency Confirmation or any
other matter under this Agreement relating to the servicing of the Whole Loan (other than as set forth in clause (y) below),
the Requesting Party (or, if the Requesting Party is a Loan Borrower, then the Servicer or the Special Servicer, as
applicable) will be required to determine, in accordance with its duties under this Agreement and in accordance with Accepted
Servicing Practices, whether or not such action would be in the best interest of Certificateholders, and if the Requesting
Party (or, if the Requesting Party is a Loan Borrower, then the Servicer or the Special Servicer, as applicable) determines
that such action would be in the best interest of the Certificateholders, then the requirement for a Rating Agency
Confirmation will not apply (provided, however, with respect to the release or substitution of any collateral
relating to the Trust Loan, any Rating Agency


 






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Confirmation
requirement that the Servicer or Special Servicer would have been permitted to waive pursuant to this Agreement will not apply
without any such determination by the Requesting Party (or the Servicer or the Special Servicer, as applicable) (it being understood
that the Requesting Party (or the Servicer, or the Special Servicer, as applicable) will in any event review the conditions required
under the Loan Documents with respect to such release and confirm to its satisfaction in accordance with the Accepted Servicing
Practices that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied)), and (y) with
respect to a replacement of the Servicer or Special Servicer, such condition will not apply if such Servicer or Special Servicer
is a Qualified Servicer. For all other matters or actions (a) not specifically discussed above in clauses (x) or (y) or (b) that
are not the subject of a Rating Agency Declination, the applicable Requesting Party shall be required to obtain a Rating Agency
Confirmation from the Rating Agency.


 


(b)           Any
Rating Agency Confirmation requests made by the Servicer, Special Servicer, the Certificate Administrator or Trustee, as applicable,
pursuant to this Agreement, shall be made in writing (an email shall be sufficient as a writing), which writing shall contain
a cover page indicating the nature of the Rating Agency Confirmation request, and shall contain all back-up material the Servicer,
Special Servicer, the Certificate Administrator or Trustee, as applicable, reasonably deems necessary for the Rating Agency (including
those for Companion Loan Securities) to process such request. Subject to Section 10.17, the Servicer, the Special Servicer,
Certificate Administrator or the Trustee, as applicable, shall furnish such written Rating Agency Confirmation request 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 10.16 in accordance with the delivery instructions set forth in Section 10.5.


 


(c)           Promptly
following the Special Servicer’s determination to take any action described in Section 3.26(a) without receiving
Rating Agency Confirmation, the Special Servicer shall, subject to Section 10.17, provide written notice of such determination
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 10.16.


 


(d)           Each
Certificateholder, by its acceptance of the Certificates, acknowledges and agrees to the foregoing with respect to Rating Agency
Confirmations.


 


Section
3.27.          Miscellaneous Provisions.  (a) Notwithstanding the terms of the related Loan Documents, the
other provisions of this Agreement or the Co-Lender Agreement, with respect to the Companion Loan as to which there
exists Companion Loan Securities, if any action relating to the servicing and administration of the Whole Loan or a
Foreclosed Property (the “Relevant Action”) requires delivery of a Rating Agency Confirmation as a
condition precedent to such action pursuant to this Agreement, then, except as set forth below in this paragraph, such action
will also require delivery of a Companion Loan Rating Agency Confirmation as a condition precedent to such action from each
Companion Loan Rating Agency. Each Companion Loan Rating Agency Confirmation shall be sought by the Servicer or Special
Servicer, as applicable, depending on whichever such party is seeking the corresponding Rating Agency Confirmation(s) in
connection with the Relevant Action. The requirement to obtain a Companion Loan Rating Agency Confirmation with respect to
any Companion Loan Securities will be subject to, will be permitted to be waived by the Servicer and the Special


 






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Servicer
on, and will be deemed not to apply on, the same terms and conditions applicable to obtaining Rating Agency Confirmations, as
set forth in this Agreement; provided, that the Servicer or Special Servicer, as applicable, depending on which is seeking the
subject Companion Loan Rating Agency Confirmation, shall forward to one or more of its counterpart (i.e., the master servicer
or special servicer, as applicable), the counterpart providing or posting Rule 17g-5 information, or such other party or parties
(as are agreed to by the Servicer or the Special Servicer, as applicable, and the applicable parties for the related Other Securitization
Trust), at the expense of the Other Securitization Trust to the extent not borne by the Loan Borrower, and in such format as the
sender and recipient may reasonably agree, (i) the request for such Companion Loan Rating Agency Confirmation at least two (2)
Business Days before it is sent to the applicable Companion Loan Rating Agency, (ii) all materials forwarded to the 17g-5 Information
Provider under this Agreement in connection with seeking the Rating Agency Confirmation(s) for the applicable Relevant Action
at approximately the same time that such materials are forwarded to the 17g-5 Information Provider, and (iii) any other materials
that the applicable Companion Loan Rating Agency may reasonably request in connection with such Companion Loan Rating Agency Confirmation
promptly following such request.


 


(b)           So
long as no Control Termination Event or Consultation Termination Event has occurred, the Servicer shall provide notice to the
Controlling Class Representative of any annual meeting with the Loan Borrower pursuant to the Loan Documents, consult with the
Controlling Class Representative regarding an agenda for such meeting, and invite the Controlling Class Representative to attend
such meeting (which invitation the Controlling Class Representative may accept or decline in its discretion). The Special Servicer
shall provide advance notice to the Loan Borrower that the Controlling Class Representative has no authority to act on behalf
of the holder of the Mortgage Loan.


 


(c)           So
long as no Control Termination Event or Consultation Termination Event has occurred, the Servicer or the Special Servicer shall
provide notice to the Controlling Class Representative of any proposed sale of the Property by the Loan Borrower, and shall provide
the Controlling Class Representative upon request copies of any offering documentation related thereto received pursuant to the
Loan Documents.


 


Section
3.28.          Companion Loan Intercreditor Matters.  (a) If, pursuant to Section 2.9, or Section
3.16 of this Agreement, the Trust Loan is, in its entirety, purchased or repurchased from the Trust, the subsequent
holder thereof shall be bound by the terms of the Co-Lender Agreement and shall assume the rights and obligations of the
holder of the Notes related to the Trust Loan under the Co-Lender Agreement. All portions of the Mortgage File and (to the
extent provided under the Loan Purchase Agreement) other documents pertaining to the Trust Loan shall be endorsed or assigned
to the extent necessary or appropriate to the purchaser of the Trust Loan in its capacity as the holder of the Notes related
to the Trust Loan (as a result of such purchase, repurchase or substitution) and (except for the actual Notes) on behalf of
the holders of the Notes that represent the Companion Loan. Thereafter, such Mortgage File shall be held by the holder of the
Trust Loan or a custodian appointed thereby for the benefit thereof, on behalf of itself and the Companion Loan Holders as
their interests appear under the Co-Lender Agreement. If the related servicing file is not already in the possession of such
party, it shall be delivered to the master servicer or special servicer, as the case may be, under any separate servicing
agreement for the Whole Loan.


 






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(b)           Notwithstanding
anything in this Agreement to the contrary, the Servicer or Special Servicer, as applicable, shall deliver reports and notices
to each Companion Loan Holder to the extent required under the Co-Lender Agreement.


 


(c)           With
respect to the Whole Loan, the Servicer shall prepare, or cause to be prepared, on an ongoing basis, a statement setting forth,
to the extent applicable to the Whole Loan:


 


(i)           (A)
the amount of the distribution from the Collection Account allocable to principal and (B) separately identifying the amount of
scheduled principal payments, Balloon Payments, principal prepayments made at the option of the Loan Borrower or other principal
prepayments (specifying the reason therefor), net liquidation proceeds and foreclosure proceeds included therein and information
on distributions made with respect to the Whole Loan;


 


(ii)           the
amount of the distribution from the Collection Account allocable to interest and the amount of Default Interest allocable to the
Whole Loan;


 


(iii)           the
amount of the distribution to the Companion Loan Holders, separately identifying the non-default interest, principal and other
amounts included therein, and if the distribution to the Companion Loan Holders is less than the full amount that would be distributable
to such Companion Loan Holders if there were sufficient amounts available therefor, the amount of the shortfall and the allocation
thereof between interest and principal and the amount of the shortfall, if any, under the Whole Loan;


 


(iv)           the
principal balance of each of the Whole Loan and the Companion Loan after giving effect to the distribution of principal as of
the end of the related Collection Period; and


 


(v)           the
amount of the servicing compensation paid to the Servicer and the Special Servicer with respect to the most recent Distribution
Date, showing separately the Servicing Fee, the Special Servicing Fee, the Work-out Fee and the Liquidation Fee.


 


Not
later than each Remittance Date, the Servicer shall make the foregoing statement available to the Companion Loan Holder by electronic
means.


 


(d)           At
any time after the Companion Loan has become part of an Other Securitization Trust and provided that the applicable parties hereto
have received written notice (which may be by email) thereof including contact information for the master servicer and special
servicer with respect to such Other Securitization Trust, all notices, reports, information or other deliverables required to
be delivered to the related Companion Loan Holders pursuant to this Agreement or the Co-Lender Agreement shall be delivered to
the master servicer and special servicer with respect to such Other Securitization Trust (who then may forward such items to the
party entitled to receive such items as and to the extent provided in the related Other Pooling and Servicing Agreement) and,
when so delivered to such master servicer and special servicer, the party hereto that is obligated under this Agreement or the
Co-Lender Agreement to deliver such notices, reports, information or other deliverables shall be deemed to have satisfied its
delivery obligations with respect to such items hereunder or under the Co-Lender Agreement.


 



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Section
3.29.          The Operating Advisor.  (a) The Operating Advisor shall promptly review (i) the actions of the Special Servicer
with respect to the Whole Loan when it is a Specially Serviced Loan (as provided in Section 3.10(h), this Section 3.29
and Section 6.5) and the actions of the Special Servicer with respect to Major Decisions relating to the Whole Loan
when it is not a Specially Serviced Loan (as provided in Section 6.5) with respect to which a Major Decision Reporting
Package has been delivered to the Operating Advisor, (ii) all reports by the Special Servicer made available to Privileged Persons
that are posted on the Certificate Administrator’s Website and (iii) each Asset Status Report and Final Asset Status Report
delivered to the Operating Advisor by the Special Servicer.


 


(b)           Subject
to the Privileged Information Exception, 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 Controlling Class Representative
in connection with the Controlling Class Representative’s exercise of its rights under this Agreement (including, without
limitation, in connection with any Asset Status Report) or otherwise in connection with this transaction, except under the circumstances
described in Section 3.29(f) and subject to any law, rule, regulation, order, judgment or decree requiring the disclosure
of such 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.


 


With
respect to the determination of whether a Control Termination Event, Operating Advisor Consultation Event or Consultation Termination
Event has occurred and is continuing, or has terminated, the Servicer, Special Servicer and Operating Advisor are each entitled
to rely solely on its receipt from the Certificate Administrator of notice thereof or any notice posted to the Certificate Administrator’s
Website pursuant to this Agreement, and, with respect to any obligations of the Operating Advisor, Servicer or Special Servicer
that are performed only after the occurrence and continuance of a Control Termination Event, Operating Advisor Consultation Event
and/or Consultation Termination Event, the Operating Advisor, Servicer or Special Servicer shall have no obligation to perform
any such duties until the receipt of such notice or actual knowledge of the occurrence of a Control Termination Event, Operating
Advisor Consultation Event or Consultation Termination Event, as applicable.


 


(c)           (i)
Based on the Operating Advisor’s review of any assessment of compliance, attestation report, Major Decision Reporting Package,
Asset Status Report, 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) the Whole Loan was a Specially Serviced Loan or (ii) there existed an Operating
Advisor Consultation Event) prepare an annual report (the “Operating Advisor Annual Report”), substantially
in the form of Exhibit S (which form may be modified or altered as to either its organization or content by the Operating
Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without limitation, provisions
herein relating to Privileged Information; provided, however, that in no event shall the information or any other
content included in the Operating Advisor Annual Report contravene any provision of this Agreement), setting forth whether the
Operating Advisor believes, in its sole discretion exercised in good faith, that the


 






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Special
Servicer is operating in compliance with Accepted Servicing Practices with respect to its performance of its duties under this
Agreement during the prior calendar year and identifying which, if any, standards the Operating Advisor believes, in its sole
discretion exercised in good faith, the Special Servicer has failed to comply; provided, however, that in the event
the Special Servicer is replaced, the Operating Advisor Annual Report shall only relate to such 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. Subject to the restrictions in this Agreement, including, without limitation, Section 3.29(d) hereof,
each such Operating Advisor Annual Report shall (A) identify any material deviations from (i) Accepted Servicing Practices and
(ii) the Special Servicer’s obligations under this Agreement with respect to the resolution or liquidation of the Whole
Loan when it is a Specially Serviced Loan or Foreclosed Property and (B) comply with all of the confidentiality requirements described
in this Agreement regarding Privileged Information (subject to a Privileged Information Exception). Such Operating Advisor Annual
Report shall be delivered to the Certificate Administrator (which shall promptly post such Operating Advisor Annual Report on
the Certificate Administrator’s Website in accordance with Section 8.14(b)), the 17g-5 Information Provider (who
shall post it to the 17g-5 Information Provider’s Website in accordance with Section 10.17) and the Depositor; provided,
however, that the Special Servicer shall be given an opportunity to review the Operating Advisor Annual Report at least
five (5) Business Days prior to its delivery to the Certificate Administrator. 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 hereunder.


 


(d)           (i)
After the calculation but prior to the utilization by the Special Servicer of any of the calculations related to (i) Appraisal
Reduction Amounts or (ii) net present value in accordance with Section 1.3(d) used in the Special Servicer’s determination
of the course of action to take in connection with the workout or liquidation of the Whole Loan when it is a Specially Serviced
Loan, the Special Servicer shall forward such calculations, together with any supporting material or additional information necessary
in support thereof (including such additional information reasonably requested by the Operating Advisor to confirm the mathematical
accuracy of such calculations, but not including any Privileged Information), to the Operating Advisor promptly, but in any event
no later than two (2) Business Days after preparing such calculations, and the Operating Advisor shall promptly, but no later
than three (3) Business Days after receipt of such calculations and any supporting or additional materials, recalculate and verify
the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portion of the applicable
formulas required to be utilized in connection with any such calculation.


 






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(ii)           In
connection with this Section 3.29(d) in the event the Operating Advisor does not agree with the mathematical calculations
of the Appraisal Reduction Amount (as calculated by the Special Servicer) or net present value or the application of the applicable
non-discretionary portions of the formula required to be utilized for such calculation, the Operating Advisor and Special Servicer
shall consult with each other in order to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary
portions of the related formula in arriving at those mathematical calculations or any disagreement within five (5) Business Days
of delivery of such calculations. The Servicer shall cooperate with the Special Servicer and provide any information reasonably
requested by such Special Servicer necessary for the calculation of the Appraisal Reduction Amount that is in the Servicer’s
possession or reasonably obtainable by the 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).


 


(e)           Notwithstanding
the foregoing, prior to the occurrence and continuance of an Operating Advisor Consultation Event, the Operating Advisor shall
have no specific involvement with respect to collateral substitutions, assignments, workouts, modifications, consents, waivers,
insurance policies, borrower substitutions, lease changes, additional borrower debt, defeasances, property management changes,
releases from escrow, assumptions and other similar actions that the Special Servicer may perform under this Agreement.


 


(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 Controlling Class Representative, disclose such information to any other Person (including any Certificateholders
other than the Controlling Class Representative), 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 Accepted
Servicing Practices (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 information that is appropriately labeled as “Privileged
Information” from the Operating Advisor with a notice stating that such information is Privileged Information shall not
disclose such Privileged Information to any Person other than pursuant to a Privileged Information Exception. Notwithstanding
the foregoing, the Operating Advisor shall be permitted to share Privileged Information with its Affiliates and any subcontractors
of the Operating Advisor that agree in writing to be bound by the same confidentiality provisions applicable to the Operating
Advisor.


 


(g)           Subject
to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect of Privileged
Information), the Operating


 






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Advisor
shall respond to Inquiries proposed by Privileged Persons from time to time in accordance with the terms of Section 4.5.


 


(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 the Trust Loan. As to the Trust 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 same principal amount, in the same manner and for
the same period respecting which any related interest payment on the Trust Loan is computed.


 


The
Operating Advisor shall be entitled to reimbursement of any Operating Advisor Expenses, such amounts to be reimbursed from amounts
on deposit in the Collection Account as provided by Section 3.4. 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 Asset Status Report
or 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 3.4 of this Agreement, but only
to the extent such Operating Advisor Consulting Fee is actually received from the Loan Borrower. When the Operating Advisor has
consultation obligations with respect to an Asset Status Report or Major Decision under this Agreement, the Servicer or the Special
Servicer, as the case may be, shall use efforts to collect the applicable Operating Advisor Consulting Fee from the Loan Borrower
in connection with such Asset Status Report or Major Decision that are consistent with the efforts that the Servicer or the Special
Servicer, as applicable, would use to collect the Loan Borrower-paid fees not specified in the Loan Agreement owed to it in accordance
with Accepted Servicing Practices, but only to the extent not prohibited by the related Loan Documents. The 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 Loan
Borrower if it determines that such full or partial waiver is in accordance with the Servicing Standard, but in no event shall
the Servicer or such 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 Servicer or Special Servicer, as applicable, shall consult, on a non-binding
basis, with the Operating Advisor prior to any such waiver or reduction.


 


(i)           Upon
(i) the written direction of Holders of Non-Reduced Certificates evidencing not less than 15% of the Voting Rights of the Non-Reduced
Certificates requesting a vote to terminate and replace the Operating Advisor with a proposed successor Operating Advisor provided
that the proposed successor Operating Advisor is an Eligible Operating Advisor) and (ii) payment by such Holders to the Certificate
Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering
such vote, the Certificate Administrator shall promptly provide written notice to all Certificateholders and the Operating Advisor
of such request by posting such notice on the Certificate Administrator’s Website in accordance with Section 8.14(b),
and concurrently by mail at their addresses appearing on the Certificate Register. Upon the written direction of holders of more
than 50% of the Voting Rights of the Non-Reduced Certificates that exercise


 






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their
right to vote (provided that holders of at least 50% of the Voting Rights of the Non-Reduced Certificates exercise their right
to vote), the Trustee will terminate all of the rights and obligations of the Operating Advisor under this Agreement (other than
any rights or obligations that accrued prior to the date of such termination (including accrued and unpaid compensation) and other
than indemnification rights (arising out of events occurring prior to such termination)) by written notice to the Operating Advisor,
and the proposed successor operating advisor will be appointed.


 


The
Certificate Administrator shall include on each Distribution Date Statement a statement that each Certificateholder and Beneficial
Owner of Certificates may access notices under the “Investor Notices” tab of a request of a vote to terminate and
replace the Operating Advisor on the Certificate Administrator’s Website, and each Certificateholder and Beneficial Owner
of Certificates may register to receive email notifications when such notices are posted on the Certificate Administrator’s
Website. The Certificate Administrator will be entitled to reimbursement from the requesting Certificateholders for the reasonable
expenses of posting notices of such requests.


 


(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. 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
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 shall, as soon as possible, give
written notice of the termination and appointment to the Special Servicer, the Servicer, the Certificate Administrator, the Depositor,
the Controlling Class Representative (only if no Consultation Termination Event is continuing), the Certificateholders and the
17g-5 Information Provider.


 


(k)           The
Holders of Certificates representing at least 25% of the Voting Rights 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 shall be entitled to recover all
costs and expenses incurred by it in connection with enforcement action taken with respect to such Operating Advisor Termination
Event prior to such waiver from the Trust.


 


(l)           [Reserved].


 






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(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 Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Controlling Class Representative,
if applicable, if the Operating Advisor has secured a replacement 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 and receipt
by the Trustee of Rating Agency Confirmation from the Rating Agency. 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. If no successor Operating Advisor has been so appointed and accepted the appointment within 30 days after the
notice of resignation, the resigning Operating Advisor may petition any court of competent jurisdiction for the appointment of
a successor Operating Advisor that is an Eligible Operating Advisor. 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 3.29.


 


(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 3.29(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 6.3, the Operating Advisor shall have no liability to any Certificateholder for any actions taken
or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely as a contracting party
to the extent set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary duty, or (B) other duty except
with respect to its specific obligations under this Agreement, and shall have no duty to any particular Class of Certificates
or particular Certificateholders, and (iv) the Operating Advisor does not constitute an “investment adviser” within
the meaning of the Investment Advisers Act of 1940, as amended.


 


(p)           The
Operating Advisor shall not make any investment in any Class of Certificates.


 


(q)           The
Operating Advisor may delegate its duties to agents or subcontractors to the extent such agents or subcontractors satisfy clauses
(c), (d) and (f) of the definition of “Eligible Operating Advisor” and so long as the related agreements
or arrangements with such agents or subcontractors are consistent with the provisions of this Section 3.29. However, the
Operating Advisor shall remain obligated and primarily liable for any actions required to be performed by it hereunder without
diminution of any such 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 hereunder.


 


(r)           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 Loan


 






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Borrower
involved in this securitization, any experience or knowledge gained by the Operating Advisor from such other engagements may not
be imputed to the Operating Advisor for this transaction; provided, however, the Operating Advisor may consider
such experience or knowledge as pertinent information for discussion with the Special Servicer during its periodic meetings.


 


Section
3.30.          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”). Such agreement shall be deemed to
refer initially to that certain TPP Risk Retention Agreement, dated as of November 6, 2017, by and among the Depositor, the
Retaining Sponsor and the Third Party Purchaser.


 


(b)           None
of the Servicer, the Special Servicer, 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 Agreement.


 


(c)           The
Operating Advisor, on behalf of the Retaining Sponsor, shall monitor the timely delivery of the quarterly certification required
to be provided by the Third Party Purchaser pursuant to Section 3(h) of the Credit Risk Retention Compliance Agreement and notify
the Retaining Sponsor of any noncompliance by the Third Party Purchaser with such delivery requirement of which the Operating
Advisor has actual knowledge. In connection with the foregoing, the Depositor shall cause the Retaining Sponsor to provide the
Operating Advisor via email on the Closing Date with a fully executed version of the Credit Risk Retention Compliance Agreement
referred to in Section 3.30(a) above.


 


(d)           The
Operating Advisor, on behalf of the Retaining Sponsor, shall use commercially reasonable efforts to file UCC continuation statements
in respect of the Financing Statement (as defined in the Credit Risk Retention Compliance Agreement) filed on the Closing Date,
so long as the Credit Risk Retention Compliance Agreement is in effect, which continuation statement shall be filed in the appropriate
office in the same jurisdiction in which the Financing Statement was filed; provided that the Operating Advisor shall (x) not
be required to file a UCC continuation statement (i) prior to October 31, 2022 or (ii) after the termination of the Trust and
(y) not file a UCC continuation statement prior to May 21, 2022. Notwithstanding the foregoing, the Operating Advisor shall have
no liability to the Retaining Sponsor or any other party for any failure to file a UCC continuation statement that is the result
of any defect in the UCC financing statement. In connection with the foregoing, the Depositor shall cause the Retaining Sponsor
to (a) provide the Operating Advisor via email on the Closing Date with a copy of the UCC financing statement together with evidence
of the filing thereof and (b) promptly notify the Operating Advisor in writing once the Credit Risk Retention Compliance Agreement
ceases to be in effect.


 






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Article
4



PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS


 


Section
4.1.            Distributions.  (a) On each Distribution Date, to the extent of Available Funds, amounts held in the Lower-Tier
Distribution Account shall be withdrawn and distributed to the Upper-Tier REMIC in respect of the Uncertificated Lower-Tier Interests,
for deposit into the Upper-Tier Distribution Account, and to the Class R Certificates in respect of the Class LT-R Interest in
accordance with Section 4.1(c) and immediately thereafter, amounts so distributed to the Upper-Tier REMIC shall be withdrawn
from the Upper-Tier Distribution Account and distributed by the Certificate Administrator in the following amounts:


 


first,
to the Class A, Class X-A and Class X-B Certificates, on a pro rata basis (based on their respective Interest Distribution
Amount), in respect of interest, up to the Interest Distribution Amount for each such Class and such Distribution Date;


 


second,
to the Class A Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount
for such Class and such Distribution Date until the Certificate Balance of such Class is reduced to zero;


 


third,
to the Class A Certificates, up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and
not reimbursed on prior Distribution Dates;


 


fourth,
to the Class B Certificates, in respect of interest, up to the Interest Distribution Amount for such Class and such Distribution
Date;


 


fifth,
to the Class B Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount
for such Class and such Distribution Date to the extent of the Principal Distribution Amount remaining after distributions pursuant
to all prior clauses, until the Certificate Balance of such Class is reduced to zero;


 


sixth,
to the Class B Certificates, up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and
not reimbursed on prior Distribution Dates;


 


seventh,
to the Class C Certificates, in respect of interest, up to the Interest Distribution Amount for such Class and such Distribution
Date;


 


eighth,
to the Class C Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount for
such Class and such Distribution Date to the extent of the Principal Distribution Amount remaining after distributions pursuant
to all prior clauses, until the Certificate Balance of such Class is reduced to zero;


 


ninth,
to the Class C Certificates, up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and not
reimbursed on prior Distribution Dates;


 


tenth,
to the Class D Certificates, in respect of interest, up to the Interest Distribution Amount for such Class and such Distribution
Date;


 






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eleventh,
to the Class D Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount for
such Class and such Distribution Date to the extent of the Principal Distribution Amount remaining after distributions pursuant
to all prior clauses, until the Certificate Balance of such Class is reduced to zero;


 


twelfth,
to the Class D Certificates, up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and not
reimbursed on prior Distribution Dates;


 


thirteenth,
to the Class E Certificates, in respect of interest, up to the Interest Distribution Amount for such Class and such Distribution
Date;


 


fourteenth,
to the Class E Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount for
such Class and such Distribution Date to the extent of the Principal Distribution Amount remaining after distributions pursuant
to all prior clauses, until the Certificate Balance of such Class is reduced to zero;


 


fifteenth,
to the Class E Certificates, up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and not
reimbursed on prior Distribution Dates;


 


sixteenth,
to the Class F Certificates, in respect of interest, up to the Interest Distribution Amount for such Class and such Distribution
Date;


 


seventeenth,
to the Class F Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount for
such Class and such Distribution Date to the extent of the Principal Distribution Amount remaining after distributions pursuant
to all prior clauses, until the Certificate Balance of such Class is reduced to zero;


 


eighteenth,
to the Class F Certificates, up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and not
reimbursed on prior Distribution Dates;


 


nineteenth,
to the Class G Certificates, in respect of interest, up to the Interest Distribution Amount for such Class and such Distribution
Date;


 


twentieth,
to the Class G Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount for
such Class and such Distribution Date to the extent of the Principal Distribution Amount remaining after distributions pursuant
to all prior clauses, until the Certificate Balance of such Class is reduced to zero;


 


twenty-first,
to the Class G Certificates, up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and not
reimbursed on prior Distribution Dates;


 


twenty-second,
to the Class HRR Certificates, in respect of interest, up to the Interest Distribution Amount for such Class and such Distribution
Date;


 


twenty-third,
to the Class HRR Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount
for such Class and such Distribution Date to the extent of the Principal Distribution Amount remaining after distributions pursuant
to all prior clauses, until the Certificate Balance of such Class is reduced to zero;


 






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twenty-fourth,
to the Class HRR Certificates, up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and not
reimbursed on prior Distribution Dates; and


 


twenty-fifth,
when the Certificate Balances of all Classes of Sequential Pay Certificates have been reduced to zero and after payment in full
of all unpaid expenses of the Trust, to the Class R Certificates (in respect of the Class UT-R Interest), any remaining amounts.


 


In no event will any
Class of Certificates receive distributions in reduction of its Certificate Balance that in the aggregate exceed the original Certificate
Balance of such Class.


 


(b)           On
each Distribution Date, each Class of Uncertificated Lower-Tier Interests shall be deemed to receive (A) distributions in respect
of principal in an amount equal to the amount of principal actually distributable to its respective Related Certificates as provided
in Section 4.1(a), and (B) distributions with respect of reimbursement of Realized Losses in an amount equal to the reimbursement
of Realized Losses actually distributable to its respective Related Certificates as provided in Section 4.1(g). On each
Distribution Date, each Class of Uncertificated Lower-Tier Interests shall be deemed to receive distributions in respect of interest
in an amount equal to the sum of the Interest Distribution Amount and Interest Shortfall in respect of its Related Certificates
and, in the case of the Class LA, Class LB and Class LC Uncertificated Interests, the Interest Distribution Amount and Interest
Shortfall in respect of the Class X-A Certificates (in the case of the Class LA Uncertificated Interest) and the Class X-B Certificates
(in the case of the Class LB and Class LC Uncertificated Interests) (in each case computed based on an interest rate equal to the
Class X Strip Rate for the related Regular Certificate 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 4.1(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 Uncertificated Lower-Tier Interest shall equal its Lower-Tier Principal Amount. The Pass-Through Rate with respect
to each Uncertificated Lower-Tier Interest shall be the rate per annum set forth in the Introductory Statement hereto.


 


Any amount that remains
in the Lower-Tier Distribution Account on each Distribution Date after both the distribution of the Lower-Tier Distribution Amount
and any Prepayment Charge distributed pursuant to Section 4.3 shall be distributed to the Holders of the Class R Certificates
(in respect of the Class LT-R Interest, but only to the extent of the amount remaining in the Lower-Tier Distribution Account,
if any).


 


Distributions to the
Class R Certificateholders (in respect of the Class LT-R Interest) from the Lower-Tier Distribution Account and to the Class R
Certificate holders (in respect of the Class UT-R Interest) and to other Certificateholders from the Upper-Tier Distribution Account
on each Distribution Date shall be made by the Certificate Administrator (after withdrawing any amounts deposited in the Distribution
Account in error to the extent funds


 



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are available for such purpose) to each Certificateholder of record on the related Record
Date (other than as provided in Section 9.1 in respect of the final distribution), by wire transfer in immediately available
funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor; provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or
by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been
received at least five (5) Business Days prior to the Distribution Date.


 


(c)           All
amounts distributable to a Class of Certificates pursuant to Section 4.1(a) on each Distribution Date shall be allocated
pro rata among the outstanding Certificates in each such Class based on their respective Percentage Interests. Such distributions
shall be made on each Distribution Date to each Certificateholder of record on the related Record Date by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom,
or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been
received at least five (5) Business Days prior to the Distribution Date. The final distribution on each Certificate shall be made
in like manner, but only upon presentment and surrender of such Certificate at the location specified by the Certificate Administrator
in the notice to Certificateholders of such final distribution.


 


(d)           The
Certificate Administrator shall, as soon as reasonably possible after notice thereof by the Servicer to the Certificate Administrator
that the final distribution with respect to any Class of Certificates is expected to be made, mail to each Holder of such Class
of Certificates on such date a notice to the effect that:


 


(i)            the
Certificate Administrator reasonably expects based upon information previously provided to it that the final distribution with
respect to such Class of Certificates shall be made on such Distribution Date, but only upon presentation and surrender of such
Certificates at the office of the Certificate Administrator therein specified; and


 


(ii)           if
such final distribution is made on such Distribution Date, no interest shall accrue on such Certificate from and after the Certificate
Interest Accrual Period related to such Distribution Date.


 


(e)           Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of
such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust for the benefit of the
appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section
4.1 shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for
cancellation to receive the final distribution with respect thereto. If within one year after the second notice not all of such
Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The costs
and expenses of holding


 



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such funds in trust and of contacting such Certificateholders shall be paid out of such funds. All such
amounts shall be held by the Certificate Administrator in trust in accordance herewith until the expiration of a two-year period
following such second notice, notwithstanding any termination of the Trust Fund. If within two years after the second notice any
such Certificates shall not have been surrendered for cancellation, the Certificate Administrator shall hold all amounts distributable
to the Holders thereof for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator hereunder
and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination of the Trust Fund, at which
time such amounts shall be distributed, subject to applicable law, to the Depositor. No interest shall accrue or be payable to
any Certificateholder on any amount held in trust hereunder or by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 4.1(e). Any such amounts
transferred to the Certificate Administrator will remain uninvested. In the event the Certificate Administrator is permitted or
required to invest any amounts in Permitted Investments under this Agreement in the event of its assumption of the duties of, or
becoming the successor to, the Servicer or the Special Servicer, as applicable, in accordance with the terms of this Agreement,
it shall invest such amounts in Permitted Investments under clause (i) of the definition of Permitted Investments.


 


(f)            Subject
to the following sentence, the Certificate Administrator shall be responsible for the calculations with respect to distributions
from the Trust so long as the Trust Fund has not been terminated in accordance with this Agreement. The Certificate Administrator
shall have no duty to recompile, recalculate or verify the accuracy of information provided to it by the Servicer pursuant to Section
3.18(a) and, in the absence of manifest error in such information, may conclusively rely upon it.


 


(g)           On
each Distribution Date, Realized Losses with respect to the Trust Loan shall be allocated to and applied as a reduction of the
Certificate Balance of each Class of Sequential Pay Certificates in the following order:


 


first, to the
Class HRR Certificates;


 


second, to the
Class G Certificates;


 


third, to the
Class F Certificates;


 


fourth, to the
Class E Certificates;


 


fifth, to the
Class D Certificates;


 


sixth, to the
Class C Certificates;


 


seventh, to the
Class B Certificates; and


 


eighth, to the
Class A Certificates.


 


in each case, until the Certificate Balance
thereof has been reduced to zero.


 






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The Notional Amount of
the Class X-A Certificates shall be reduced by the amount of Realized Losses allocated to the Class A Certificates. The Notional
Amount of the Class X-B Certificates shall be reduced by the aggregate amount of Realized Losses allocated to the Class B and Class
C Certificates.


 


Section 4.2.         Withholding
Tax.  (a) Notwithstanding any other provision of this Agreement, the Certificate Administrator shall comply with
all federal withholding requirements with respect to payments to Certificateholders or payees that the Certificate Administrator
reasonably believes are applicable under the Code. The consent of Certificateholders or payees shall not be required for any such
withholding and each Certificateholder or payee is hereby deemed to have agreed by virtue of its purchase of such Certificate
(or beneficial ownership interest in such Certificate) to provide all information required by the Certificate Administrator. In
the event the Certificate Administrator withholds any amount from interest payments or advances thereof to any Certificateholder
or payee pursuant to federal withholding requirements, amounts so withheld shall be treated as having been entirely distributed
to such Certificateholder or payee, and the Certificate Administrator shall indicate the amount withheld to such Certificateholder
or payee through a report.


 


Section 4.3.          Allocation
and Distribution of Prepayment Charges.  On any Distribution Date, Prepayment Charges, if any, collected in respect
of the Trust Loan during the related Collection Period shall be distributed to the Holders of the Sequential Pay Certificates
and the Class X Certificates, in the following manner: (A) pro rata, (i) the group (“YM Group A”) of
Class A and Class X-A Certificates, and (ii) the group (“YM Group B” and, collectively with YM Group A, the
“YM Groups”) of Class X-B, Class B, Class C, Class D, Class E, Class F, Class G and Class HRR Certificates,
based upon the aggregate amount of principal distributed to the Classes of Sequential Pay Certificates in each YM Group on such
Distribution Date, and (B) as among the Classes of Certificates in each YM Group, in the following manner: (i) the Holders of
each Class of Sequential Pay Certificates in such YM Group shall be entitled to receive on each Distribution Date an amount of
Prepayment Charges, if any, collected in respect of the Trust Loan, equal to the product of (a) a fraction whose numerator is
the amount of principal distributed to such Class on such Distribution Date and whose denominator is the total amount of principal
distributed to all of the Certificates in that YM Group representing principal payments in respect of the Trust Loan on such Distribution
Date, (b) the Base Interest Fraction for the related principal prepayment and such Class of Sequential Pay Certificates, and (c)
the Prepayment Charges, as applicable, in respect of the Trust Loan during the related Collection Period, and (ii) any Prepayment
Charges, as applicable, allocated to such YM Group collected in respect of the Trust Loan during the related Collection Period
remaining after such distributions to the Sequential Pay Certificates in such YM Group will be distributed (a) in the case of
YM Group A, to the Class X-A Certificates and (b) in the case of YM Group B, to the Class X-B Certificates.


 


No Prepayment Charges
will be distributed to holders of the Class R Certificates.


 


On each Distribution
Date, the Certificate Administrator shall apply amounts related to Prepayment Charges then on deposit in the Lower-Tier Distribution
Account and received during or prior to the related Collection Period to the Class LA Uncertificated Interest pursuant to this
Section 4.3.


 






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Section 4.4.          Statements
to Certificateholders. (a) On each Distribution Date, based on information provided by the Servicer or the Special Servicer,
as applicable, the Certificate Administrator shall prepare and make available on the Certificate Administrator’s Website
pursuant to Section 8.14(b) to any Privileged Person and any Borrower Related Party that certifies to the Certificate Administrator
in the form of Exhibit BB-2 that it is a Certificateholder or Beneficial Owner of a Certificate, a statement, based upon
the information provided to it by the Servicer and the Special Servicer, as applicable, in respect of the distributions made on
such Distribution Date (a “Distribution Date Statement”) setting forth, among other things:


 


(i)           for
each Class of Certificates (other than the Class R Certificates), (a) the amount of the distributions made on such Distribution
Date allocable to interest at the Pass-Through Rate and/or the amount allocable to principal (separately identifying the amount
of any principal payments (specifying the source of such payments)), (b) the amount of any Prepayment Charges collected on the
Trust Loan and the amount thereof allocated to each Class of Certificates, and (c) the amount of interest paid on Advances from
Default Interest and allocable to such Class of Certificates;


 


(ii)          if
the amount of the distributions to the Holders of each Class of Certificates was less than the full amount that would have been
distributable to such holders if there had been sufficient Available Funds, the amount of the shortfall allocable to such Class
of Certificates, stating separately the amounts allocable to interest and principal;


 


(iii)         the
amount of any Monthly Payment Advance for such Distribution Date;


 


(iv)         the
Certificate Balance or Notional Amount, as applicable, of each Class of Certificates (other than the Class R Certificates) after
giving effect to any distribution in reduction of the Certificate Balance or Notional Amount, as applicable, on such Distribution
Date and the allocation of Realized Losses on such Distribution Date, and the amount of Realized Losses allocated to each Class
on such Distribution Date;


 


(v)          the
principal balance of the Trust Loan and the Companion Loan and the principal balance of each Note as of the end of the Collection
Period for such Distribution Date;


 


(vi)         the
aggregate amount of unscheduled payments (and the source of such payments) made during the related Collection Period;


 


(vii)        identification
of any Loan Event of Default, any Special Servicing Loan Event, any Servicer Termination Event or any Special Servicer Termination
Event or any Operating Advisor Termination Event that in any case has been declared as of the close of business on the second Business
Day prior to the end of the immediately preceding calendar month;


 


(viii)       the
amount of the servicing compensation (other than the Servicing Fee) paid to the Servicer and the Special Servicer with respect
to such Distribution Date, separately listing any Liquidation Fees or Work-Out Fees and any other Loan Borrower


 



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charges retained
by the Servicer or Special Servicer and the amount of compensation paid to the Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, and the Trustee, separately listing the Certificate Administrator Fee, the Special Servicing Fee,
the Trustee Fee, the Operating Advisor Fee and the CREFC® Intellectual Property Royalty License Fee paid to CREFC®
with respect to such Distribution Date;


 


(ix)           the
number of days the Loan Borrower is delinquent in the event that the Loan Borrower is delinquent at least 30 days and the date
upon which any foreclosure proceedings have been commenced;


 


(x)           if
the Property had as of the close of business on the Loan Payment Date immediately preceding such Distribution Date become a Foreclosed
Property;


 


(xi)          information
with respect to any declared bankruptcy of the Loan Borrower;


 


(xii)         as
to any item of Collateral released, liquidated or disposed of during the preceding Collection Period, the identity of such item
and the amount of proceeds of any liquidation or other amounts, if any, received therefrom during the related Collection Period;


 


(xiii)        a
list of conveyances or transfers of the Property by the Loan Borrower;


 


(xiv)        the
aggregate amount of all Advances, if any, not yet reimbursed;


 


(xv)         the
amount of any reimbursement of Nonrecoverable Advances paid to the Servicer;


 


(xvi)        a
report identifying any Appraisal Reduction Amount;


 


(xvii)       an
itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during the
related Collection Period;


 


(xviii)      the
amount of Default Interest, if any, and late payment charges, if any, paid by the Loan Borrower during the related Collection Period;


 


(xix)         the
original rating of each Class of Certificates and the current rating of each Class of Certificates;


 


(xx)          the
aggregate amount of Loan Borrower Reimbursable Trust Fund Expenses;


 


(xxi)         the
current Controlling Class; and


 


(xxii)        the
identity of the current Controlling Class Representative.


 






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The Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor, the Servicer and the Special Servicer may agree to enhance the reporting
requirements of the Distribution Date Statement without Certificateholder approval. Assistance in using the Certificate Administrator’s
Website can be obtained by calling the Certificate Administrator’s investor relations desk at (866) 252-4360. The Certificate
Administrator has not obtained and shall not be deemed to have obtained actual knowledge of any information posted to the Certificate
Administrator’s Website only by virtue of its receipt and posting such information to the Certificate Administrator’s
Website or its filing of such information, to the extent such information was not produced by the Certificate Administrator.


 


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 Certificateholder, a statement containing the information set forth in clauses (i), (ii), (viii) and (xx)
above as to the applicable Class, aggregated for such calendar year or applicable portion of such year during which such Person
was a Certificateholder, together with such other information as the Certificate Administrator deems necessary or desirable, or
that a Certificateholder or Beneficial Owner of a Certificate 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.


 


The Certificate Administrator
will be entitled to rely on all information provided to it by the Servicer or the Special Servicer without independent verification.
The Servicer, the Special Servicer, the Trustee and the Certificate Administrator will be entitled to rely on information supplied
by the Loan Borrower without independent verification.


 


The Certificate Administrator
shall include on each Distribution Date Statement a statement that each Certificateholder and Beneficial Owner of Certificates
may access notice of a request of a vote to terminate and replace the Special Servicer on the Certificate Administrator’s
Website, and each Certificateholder and Beneficial Owner of Certificates may register to receive email notifications when such
notices are posted on the Certificate Administrator’s Website. The Certificate Administrator will be entitled to reimbursement
from the requesting Certificateholders for the reasonable expenses of posting notices of such requests.


 


(b)           The
Certificate Administrator shall, on each Distribution Date make the Distribution Date Statement available to Privileged Persons
and any Borrower Related Party that certifies to the Certificate Administrator in the form of Exhibit BB-2 that it is a
Certificateholder or Beneficial Owner of a Certificate, pursuant to Section 8.14(b). The Certificate Administrator’s
obligation to provide such information to Certificateholders and others shall be contingent on the Certificate Administrator’s
receipt of such information from the Servicer and the Special Servicer, as applicable. The Certificate Administrator shall be entitled
to rely on such information provided to it by the Servicer or the Special Servicer without independent verification. To the extent
that the information required to be furnished by the Servicer is based on information required to be provided by the Loan Borrower
or the Special Servicer, the Servicer’s obligation to furnish such information to the Certificate Administrator shall be
contingent on its receipt of such information from the Loan Borrower or the Special Servicer, as


 



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applicable. To the extent that
information required to be furnished by the Special Servicer is based on information required to be provided by the Loan Borrower,
the Special Servicer’s obligation to furnish such information shall be contingent upon its receipt of such information from
the Loan Borrower. The Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be entitled to rely
on information supplied by the Loan Borrower without independent verification.


 


The Certificate Administrator
shall, to the extent provided to it by the Servicer in electronic format, make available to Privileged Persons pursuant to Section
8.14(b) reports or analyses of net operating income from the Property. Such net operating income reports or analyses shall
be prepared pursuant to Section 3.18 hereof by the Servicer in CREFC® format based on the quarterly, annual
and periodic statements and rent rolls with respect to the Property obtained by the Servicer from the Loan Borrower.


 


If so authorized by the
Depositor, the Certificate Administrator may make available on the Certificate Administrator’s Website to any Privileged
Person certain other information with respect to the Whole Loan (subject to the limitations of Section 3.4(c)).


 


In addition, the Certificate
Administrator shall make available on the Certificate Administrator’s Website such information as set forth in Section
8.14(b) herein.


 


Section 4.5.     Investor
Q&A Forum and Investor Registry. (a) The Certificate Administrator shall make available to Privileged Persons only,
the Investor Q&A Forum. The “Investor Q&A Forum” shall be a service available on the Certificate Administrator’s
Website, where (i) Certificateholders and Beneficial Owners of Certificates who are Privileged Persons may submit questions to
(a) the Certificate Administrator relating to the Distribution Date Statement, (b) Servicer or Special Servicer, as applicable,
relating to the reports being made available pursuant to Section 8.14(b)(ii)(B) and Section 8.14(b)(iii)(A), (B)
and (C), the Whole Loan or the Property, and (c) the Operating Advisor relating to annual or other reports prepared
by the Operating Advisor or actions by the Special Servicer referenced in such reports, (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 Servicer, the Special Servicer or the Operating Advisor, the Certificate Administrator shall
forward the Inquiry to the Servicer, the Special Servicer or the Operating Advisor, as applicable, in each case via email within
a commercially reasonable period of time following receipt thereof. Following receipt of an Inquiry, the Certificate Administrator,
the Servicer, the Special Servicer or the Operating Advisor, as applicable, unless it determines not to answer such Inquiry as
provided below, shall reply to the Inquiry, which reply of the Servicer, the Special Servicer or Operating Advisor shall be by
email to the Certificate Administrator. 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, Servicer, Special Servicer or Operating Advisor determines, in its respective sole
discretion, that (i) any Inquiry is not of a type described above, (ii) answering any Inquiry would not be in the best interests
of the Trust Fund and/or the Certificateholders, (iii) answering any Inquiry would be in violation of applicable law, the Loan
Documents or this Agreement, (iv) answering any Inquiry would, or is, reasonably expected to result in a waiver of attorney client
privilege or the disclosure of attorney


 






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client work-product; (v) answering any Inquiry would materially
increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, Servicer, Special
Servicer or Operating Advisor, as applicable, (vi) answering any Inquiry would violate the applicable confidentiality provisions
or (vii) answering any Inquiry is otherwise, for any reason, not advisable to answer, it shall not be required to answer such Inquiry
and, in the case of the Servicer, Special Servicer or Operating Advisor, shall promptly notify the Certificate Administrator. The
Certificate Administrator shall notify the Person who submitted such Inquiry in the event that the Inquiry will not be answered.
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 Trust and Servicing Agreement provides that the Certificate Administrator, Servicer, Special
Servicer or Operating Advisor shall not answer an Inquiry if it determines, in its respective sole discretion, that (i) any Inquiry
is not of a type described in the Trust 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 Loan Documents,
(iv) answering any Inquiry would, or is, reasonably expected to result in a waiver of attorney client privilege or the disclosure
of attorney client work-product, (v) answering any Inquiry would materially increase the duties of, or result in significant additional
cost or expense to, the Certificate Administrator, Servicer, Special Servicer or Operating Advisor, as applicable, (vi) answering
any Inquiry would violate the applicable confidentiality provisions or (vii) answering any Inquiry is otherwise, for any reason,
not advisable to answer, no inference should be drawn from the fact that the Certificate Administrator, Servicer, Special Servicer
or Operating Advisor has declined to answer the Inquiry.” No party may post or otherwise disclose information known to such
party to be Privileged Information; provided that the Certificate Administrator shall have no obligation to review any inquiry
or answer received by it for posting to the Investor Q&A Forum to determine if such inquiry or answer contains any such direct
communication with the Controlling Class Representative, or otherwise to consult with the party from whom such inquiry or answer
is received to confirm the same, and the Certificate Administrator shall have no liability in connection with its posting to the
Investor Q&A Forum of any inquiry or answer containing such direct communication. 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 Initial Purchaser
or the Certificate Administrator (as applicable) or any of their respective affiliates. None of the Initial Purchaser, Depositor,
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. In addition to the Certificate
Administrator’s receipt of the Investor Certification to confirm that such Person is a Privileged Person, the Certificate
Administrator may require acceptance of an additional waiver and disclaimer for access to the Investor Q&A Forum. No party
to this Agreement shall be permitted to disclose Privileged Information in the Investor Q&A Forum.


 


(b)           The
Certificate Administrator shall make available to any Certificateholder and any Beneficial Owner, the Investor Registry. The “Investor
Registry” shall be a voluntary service via the Certificate Administrator’s Website, where Certificateholders and


 



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Beneficial
Owners can register and thereafter obtain information with respect to any other Certificateholder or Beneficial Owner that has
so registered. Any person registering to use the Investor Registry shall certify that (a) it is a Certificateholder or a Beneficial
Owner and (b) it grants authorization to the Certificate Administrator to make its name and contact information available on the
Investor Registry for at least forty-five (45) days from the date of such certification to other registered Certificateholders
and registered Beneficial Owners and such other certifications as the Certificate Administrator may require. Such Person shall
then be asked to provide 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 Beneficial
Owner notifies the Certificate Administrator in writing that it wishes to be removed from the Investor Registry (which notice may
not be within forty-five (45) days of its registration), the Certificate Administrator shall promptly remove it from the Investor
Registry. The Certificate Administrator will not be responsible for verifying or validating any information submitted on the Investor
Registry, or for monitoring or otherwise maintaining the accuracy of any information thereon. In addition to the Certificate Administrator’s
receipt of the Investor Certification to confirm that such Person is a Privileged Person, the Certificate Administrator may require
acceptance of a waiver and disclaimer for access to the Investor Registry.


 


Article
5



THE CERTIFICATES


 


Section 5.1.     The
Certificates. (a) The following table sets forth the designation and aggregate Initial Certificate Balance and Pass-Through
Rate for each Class of Certificates.


 


	
        Class of Certificates

        
	 	
        Initial Certificate 

Balance or Initial
        

Notional Amount

        
	 	
        Pass-Through Rate

        

	Class A     	 	$72,700,000	 	Class A Pass-Through Rate
	Class X-A     	 	$72,700,000	 	Class X-A Pass-Through Rate
	Class X-B     	 	$37,100,000	 	Class X-B Pass-Through Rate
	Class B     	 	$17,900,000	 	Class B Pass-Through Rate
	Class C     	 	$19,200,000	 	Class C Pass-Through Rate
	Class D     	 	$23,500,000	 	Class D Pass-Through Rate
	Class E     	 	$32,000,000	 	Class E Pass-Through Rate
	Class F     	 	$30,900,000	 	Class F Pass-Through Rate
	Class G     	 	$39,700,000	 	Class G Pass-Through Rate
	Class HRR     	 	$14,100,000	 	Class HRR Pass-Through Rate
	Class R     	 	N/A	 	N/A


 


The Certificates shall
be issued in substantially the respective forms set forth as Exhibits A-1 through A-11 hereto, 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


 



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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.


 


(b)           The
Certificates of each Class of Sequential Pay Certificates shall be issued in minimum denominations of $100,000 Initial Certificate
Balance and integral multiples of $1 Initial Certificate Balance in excess of $100,000. Each Class of Class X Certificates shall
be issued in minimum denominations of $1,000,000 Initial Notional Amount and in integral multiples of $1 Initial Notional Amount
in excess of $1,000,000. The Class R Certificates shall be issued, maintained and transferred in minimum percentage interests of
10% of such Class R Certificates and in integral multiples of 1% in excess thereof.


 


(c)           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.


 


(d)           The
Class HRR Certificates shall only be held as a Definitive Certificate in the Third Party Purchaser Custodial Account by the Certificate
Administrator (and the Holder of the Class HRR Certificates shall be registered on the Certificate Register), unless otherwise
consented to by the Retaining Sponsor. The Certificate Administrator acknowledges that the Class HRR Certificates have been pledged
by the Third Party Purchaser to the Retaining Sponsor to secure certain obligations of the Third Party Purchaser pursuant to Section
5 of the Credit Risk Retention Compliance Agreement and are subject to the security interest created thereunder. The Certificate
Administrator (in the capacity described in this Section, the “Retained Interest Custodian”) hereby agrees to
acquire and hold possession of the Class HRR Certificates on behalf of the Retaining Sponsor, and hereby expressly acknowledges
that it holds such Certificates for and on behalf of the Retaining Sponsor. The Retained Interest Custodian hereby agrees that
it shall not relinquish possession of the Class HRR Certificates to any Person except as directed in writing by the Retaining Sponsor.
Upon receipt by the Retained Interest Custodian of a written notice from the Retaining Sponsor directing the further delivery of
the Class HRR Certificates from the Retaining Sponsor (including any direction to reregister the Class HRR Certificates in the
name of another Person), the Retained Interest Custodian shall promptly comply with such instructions of the Retaining Sponsor.
There shall be, and hereby is, established by the Certificate Administrator an account which shall be designated the “Third
Party Purchaser Custodial Account” and into which the Class HRR Certificates shall be held and which shall be governed by
and subject to this Agreement and the Credit Risk Retention Compliance Agreement. The Class HRR Certificates to be delivered in
physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Class HRR
Certificates shall be remitted to the Third Party Purchaser Custodial Account, but shall be remitted directly to the Holder of
the Class HRR Certificates in accordance with written instructions (which shall be in the form of Exhibit J-1 to this Agreement)
provided separately by the Holder of the Class HRR Certificates to the Certificate Administrator. Under no circumstances by virtue
of safekeeping the Class HRR Certificates shall the Certificate


 






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Administrator (i) be obligated to bring legal action or institute
proceedings against any Person on behalf of the Holder of the Class HRR Certificates or the Retaining Sponsor or (ii) have any
obligation to monitor, supervise or enforce the performance of any party under the 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 this Third Party Purchaser Custodial
Account and shall have no liability in connection therewith, other than with respect to the Certificate Administrator’s obligation
to obtain the Retaining Sponsor’s consent prior to any release of the Class HRR Certificates. The Certificate Administrator
shall hold the Definitive Certificate representing the Class HRR Certificates at the below location, or any other location; provided
the Certificate Administrator has given notice to the Holder of the Class HRR Certificates of such new location:


 


U.S. Bank National Association

1555 N. Rivercenter Drive, Suite 302

Milwaukee, WI 53242

Attn: Trust Securities Processing – CSMC 2017-CALI


 


On the Closing Date,
the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Third Party Purchaser
substantially in the form of Exhibit X evidencing its receipt of the Class HRR Certificates.


 


The Certificate Administrator
shall make available to the Holder of the Class HRR Certificates and the Retaining Sponsor a statement of Third Party Purchaser
Custodial Account as mutually agreed upon by the Certificate Administrator and the Holder of the Class HRR Certificates, and in
accordance with the Certificate Administrator’s policies and procedures. Any transfer of the Class HRR Certificates shall
be subject to Article 5 of this Agreement.


 


In the event that the
Retaining Sponsor realizes upon the Class HRR Certificates pledged to it under the Credit Risk Retention Compliance Agreement as
a result of the Third Party Purchaser having failed to perform any of its Secured Obligations (as defined in the Credit Risk Retention
Compliance Agreement) and upon written notice and instruction to a Responsible Officer of the Certificate Administrator of the
Retaining Sponsor’s election to realize upon the Class HRR Certificates under the Credit Risk Retention Compliance Agreement,
the Certificate Administrator shall, notwithstanding any other requirement under Article 5 or otherwise under this Agreement
(including, without limitation, delivery of any required notices or instructions or transferor or transferee certificates), immediately
register in the Certificate Register the Retaining Sponsor as the record owner of the Class HRR Certificates and fill in the Retaining
Sponsor’s name in Class HRR Certificate Power as assignee or as otherwise instructed by the Retaining Sponsor.


 


(e)           In
the event the Third Party Purchaser seeks to cause the release of the Class HRR Certificates from the Third Party Purchaser Custodial
Account or otherwise transfer any Class HRR Certificates, the Third Party Purchaser shall deliver to the Certificate Administrator
and the Retaining Sponsor (i) a written request for such release or transfer, as


 



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applicable, and (ii) a written request executed
by the Third Party Purchaser for the Retaining Sponsor’s consent to such release or transfer, as applicable, substantially
in the form attached hereto as Exhibit J-6 (to be countersigned by the Retaining Sponsor with a medallion signature guarantee
and delivered by the Retaining Sponsor to the Certificate Administrator). The Certificate Administrator may not consent to, or
otherwise permit, any such release or transfer without obtaining the written consent of the Retaining Sponsor. The Certificate
Administrator shall be indemnified and held harmless for any release in connection with this Section 5.1(e), in accordance
with the terms set forth in Section 8.3. For the avoidance of doubt, the Certificate Administrator shall not permit any
transfer of any Class HRR Certificates unless a release of such Certificates has been effected in accordance with this paragraph.


 


Section 5.2.          Form
and Registration.   (a) Each Class of the Certificates (other than the Class HRR (unless otherwise consented
to by the Retaining Sponsor pursuant to Section 5.1(d)) and Class R Certificates) sold to institutions that are non-”U.S.
persons” in “offshore transactions”, as defined in, and in reliance on, Regulation S shall be initially be represented
by a temporary global certificate in definitive, fully registered form without interest coupons, substantially in the applicable
form set forth as an exhibit hereto (each a “Temporary Regulation S Global Certificate”), which shall be deposited
on the Closing Date on behalf of the purchasers of the 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 the Euroclear System (“Euroclear”) and/or Clearstream
Banking, société anonyme (“Clearstream”). Prior to the expiration of the 40-day period commencing
on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial
interests in each Temporary Regulation S Global Certificate may be held only through Euroclear or Clearstream. After the expiration
of the Restricted Period, a beneficial interest in a Temporary Regulation S Global Certificate may be exchanged for an interest
in the related permanent global certificate of the same Class (a “Regulation S Global Certificate”) in the
applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.3(f). During the
Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Global Certificate shall
only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership
Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary
Regulation S Global Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial
interest in the Regulation S Global Certificate of the same Class is improperly withheld or refused. The aggregate Certificate
Balance of a Temporary Regulation S Global Certificate or a Regulation S Global Certificate may from time to time be increased
or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter
provided.


 


On the Closing Date,
the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall
deliver to the Certificate Registrar the Regulation S Global Certificates, which shall be held by the Certificate Registrar for
purposes of effecting the exchanges contemplated by the preceding paragraph.


 


(b)           Certificates
of each Class (other than the Class HRR Certificates (unless otherwise consented to by the Retaining Sponsor pursuant to Section
5.1(d))) offered and sold to


 



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QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) shall
be represented by a single, global certificate in definitive, fully registered form without interest coupons, substantially in
the applicable form set forth as an exhibit hereto (each, a “Rule 144A Global Certificate” and, together with
the Temporary Regulation S Global Certificates and the Regulation S Global Certificates, the “Global 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 Global
Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as
custodian for the Depository, as hereinafter provided.


 


(c)           Certificates
of each Class that are offered and sold in the United States to investors that are Institutional Accredited Investors that are
not QIBs, the Class HRR Certificates and the Class R Certificates (the “Non-Book Entry Certificates”) shall
be in the form of Definitive Certificates, substantially in the applicable form set forth as an exhibit hereto, and shall be registered
in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book
Entry Certificates to the respective beneficial owners or owners.


 


(d)           Owners
of beneficial interests in Global Certificates of any Class shall not be entitled to receive physical delivery of certificated
Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or
able to discharge properly its responsibilities as depository with respect to the Global Certificates of such Class or ceases to
be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within 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 Trustee to obtain possession of the Certificates of such Class; provided, however, that under
no circumstances will certificated Certificates be issued to beneficial owners of a Temporary Regulation S Global Certificate.
Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a
Class that are in the form of Global Certificates and upon surrender by the Depository of any Global Certificate of such Class
and receipt from the Depository of instructions for reregistration, the Certificate Registrar shall issue Certificates of such
Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Global Certificate,
the same legends regarding transfer restrictions borne by such Global Certificate), and thereafter the Certificate Registrar shall
recognize the holders of such Definitive Certificates as Certificateholders under this Agreement.


 


(e)           If
any Beneficial Owner wishes to transfer its interest in a Rule 144A Global Certificate to an Institutional Accredited Investor
that is not a QIB, or wishes to transfer its interest in a Regulation S Global Certificate to a “U.S. person” (as that
term is defined in Rule 902(k) of Regulation S) that is an Institutional Accredited Investor but not a QIB, then the transferee
shall take delivery in the form of a Non-Book Entry Certificate, subject to the restrictions on the transfer of such Non-Book Entry
Certificate in Section 5.3(h) of this Agreement. No such transfer shall be made and the Certificate Registrar shall not
register any such transfer unless such transfer complies with the provisions of Section 5.3(h) of this


 



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Agreement applicable
to transfers of Non-Book Entry Certificates. Upon acceptance for exchange or transfer of a beneficial interest in a Global Certificate
for a Non-Book Entry Certificate, as provided herein, the Certificate Registrar shall endorse on the schedule affixed to the related
Global Certificate (or on a continuation of such schedule affixed to such Global Certificate and made a part thereof) an appropriate
notation evidencing the date of such exchange or transfer and a decrease in the denomination of such Global Certificate equal to
the denomination of such Non-Book Entry Certificate issued in exchange therefor or upon transfer thereof.


 


Section 5.3.     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 represented by a Temporary Regulation S Global Certificate,
a Regulation S Global Certificate and a Rule 144A Global Certificate and accepting Certificates for exchange and registration
of transfer and (ii) transmitting to the Depositor, the Servicer and the Special Servicer any notices from the Certificateholders.


 


(b)           Subject
to the restrictions on transfer set forth in this Article 5, 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 Global Certificate to Temporary Regulation S Global Certificate. If a holder of a beneficial interest in the Rule 144A
Global Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its
interest in such Rule 144A Global Certificate for an interest in the Temporary Regulation S Global Certificate of the same Class,
or to transfer its interest in such Rule 144A Global Certificate to a Person who is required to take delivery thereof in the form
of an interest in the Temporary Regulation S Global Certificate of the same Class, such holder may, subject to the rules and procedures
of the Depository, exchange or cause the exchange of such interest for an equivalent beneficial interest in such Temporary Regulation
S Global Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.7 hereof,
of (1) instructions given in accordance with the Depository’s procedures from a Depository Participant directing the Certificate
Registrar to credit, or cause to be credited, a beneficial interest in the Temporary Regulation S Global Certificate in an amount
equal to the beneficial interest in the Rule 144A Global Certificate to be exchanged, (2) a written order given in accordance with
the Depository’s procedures containing information regarding the Euroclear or Clearstream account to be credited with such
increase and the name of such account and (3) a certificate in the form of Exhibit C 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 Global Certificates and pursuant to and in accordance with Regulation S, then the Certificate Registrar shall instruct the
Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Global Certificate and to increase, or cause
to be increased,


 



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the Certificate Balance of the Temporary Regulation S Global Certificate by the aggregate Certificate Balance
of the beneficial interest in the Rule 144A Global Certificate to be exchanged, to credit or cause to be credited to the account
of the Person specified in such instructions (who shall be the agent member of Euroclear or Clearstream, or both) a beneficial
interest in the Temporary Regulation S Global Certificate equal to the reduction in the Certificate Balance of the Rule 144A Global
Certificate, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial
interest in the Rule 144A Global Certificate that is being exchanged or transferred.


 


(d)           Rule
144A Global Certificate to Regulation S Global Certificate. If a holder of a beneficial interest in the Rule 144A Global Certificate
deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Rule
144A Global Certificate for an interest in the Regulation S Global Certificate of the same Class, or to transfer its interest in
such Rule 144A Global Certificate to a Person who is required to take delivery thereof in the form of an interest in a Regulation
S Global Certificate, such holder may, subject to the rules and procedures of the Depository, exchange, or cause the exchange of,
such interest for an equivalent beneficial interest in such Regulation S Global Certificate. Upon receipt by the Certificate Registrar,
as registrar, at its office designated in Section 5.7 hereof, of (1) instructions given in accordance with the Depository’s
procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited a beneficial interest
in the Regulation S Global Certificate in an amount equal to the beneficial interest in the Rule 144A Global Certificate to be
exchanged, (2) a written order given in accordance with the Depository’s procedures containing information regarding the
participant account of the Depository to be credited with such increase and (3) a certificate in the form of Exhibit D 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 Global 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 Global Certificate, without any registration of such Certificates under the Securities 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 Global Certificate and to increase, or cause to be increased, the Certificate Balance of the Regulation S Global Certificate
by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Global Certificate to be exchanged, to credit
or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S Global
Certificate equal to the reduction in the Certificate Balance of the Rule 144A Global Certificate, and to debit, or cause to be
debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Global Certificate
that is being exchanged or transferred.


 


(e)           Temporary
Regulation S Global Certificate or Regulation S Global Certificate to Rule 144A Global Certificate. If a holder of a beneficial
interest in a Temporary Regulation S Global Certificate or Regulation S Global Certificate deposited with the Certificate Registrar
as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation S Global Certificate or
Regulation S Global Certificate for an interest in the Rule 144A Global Certificate of the same Class, or to transfer its interest
in such Temporary


 



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Regulation S Global Certificate or Regulation S Global Certificate to a Person who is required to take delivery
thereof in the form of an interest in the Rule 144A Global Certificate, such holder may, subject to the rules and procedures of
Euroclear or Clearstream, as the case may be, and the Depository, exchange or cause the exchange of such interest for an equivalent
beneficial interest in the Rule 144A Global Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.7 hereof, of (1) instructions from Euroclear or Clearstream, if applicable, and the
Depository, directing the Certificate Registrar, as registrar, to credit or cause to be credited a beneficial interest in the Rule
144A Global Certificate equal to the beneficial interest in the Temporary Regulation S Global Certificate or Regulation S Global
Certificate to be exchanged, such instructions to contain information regarding the participant account with the Depository to
be credited with such increase, (2) with respect to a transfer of an interest in the Regulation S Global Certificate, information
regarding the participant account of the Depository to be debited with such decrease and (3) with respect to a transfer of an interest
in the Temporary Regulation S Global Certificate (but not the Regulation S Global Certificate) for an interest in the Rule 144A
Global Certificate, a certificate in the form of Exhibit E hereto given by the holder of such beneficial interest and stating
that the Person transferring such interest in the Temporary Regulation S Global Certificate reasonably believes that the Person
acquiring such interest in the Rule 144A Global Certificate is a QIB 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 Global Certificate or Regulation S Global Certificate and to increase, or
cause to be increased, the Certificate Balance of the Rule 144A Global Certificate by the aggregate Certificate Balance of the
beneficial interest in the Temporary Regulation S Global Certificate or Regulation S Global Certificate to be exchanged, and the
Certificate Registrar shall instruct the Depository, concurrently with such reduction, to credit, or cause to be credited, to the
account of the Person specified in such instructions, a beneficial interest in the Rule 144A Global Certificate equal to the reduction
in the Certificate Balance of the Temporary Regulation S Global Certificate or Regulation S Global Certificate and to debit, or
cause to be debited, from the account of the Person making such transfer the beneficial interest in the Temporary Regulation S
Global Certificate or Regulation S Global Certificate that is being transferred.


 


(f)           Temporary
Regulation S Global Certificate to Regulation S Global Certificate. Interests in a Temporary Regulation S Global Certificate
as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a certificate (a “Non-U.S.
Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable, has received a certificate
substantially in the form of Exhibit F hereto from the holder of a beneficial interest in such Temporary Regulation S Global
Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation S Global Certificate of the same Class.
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 Global Certificate, representing the aggregate Certificate Balance of interests
in the Temporary Regulation S Global Certificate initially exchanged for interests in the Regulation S Global Certificate. The
delivery to the Certificate Registrar by Euroclear or Clearstream of the certificate or certificates referred to above may be relied
upon by the Depositor and the Certificate Registrar as conclusive evidence that the certificate or certificates referred to therein
has or have been delivered to Euroclear or Clearstream pursuant to the terms of this Agreement and the Temporary Regulation S Global
Certificate. Upon any exchange of interests in the


 



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Temporary Regulation S Global Certificate for interests in the Regulation S
Global Certificate, the Certificate Registrar shall endorse the Temporary Regulation S Global Certificate to reflect the reduction
in the Certificate Balance represented thereby by the amount so exchanged and shall endorse the Regulation S Global Certificate
to reflect the corresponding increase in the amount represented thereby. Until so exchanged in full and except as provided therein,
the Temporary Regulation S Global Certificate, and the Certificates evidenced thereby, shall in all respects be entitled to the
same benefits under this Agreement as the Regulation S Global Certificate and Rule 144A Global Certificate authenticated and delivered
hereunder.


 


(g)           Non-Book
Entry Certificate to Global Certificate. If a Holder of a Non-Book Entry Certificate (other than a Class HRR Certificate (unless
otherwise consented to by the Retaining Sponsor pursuant to Section 5.1(d)) or a Class R Certificate) wishes at any time
to exchange its interest in such Non-Book Entry Certificate for an interest in a Global Certificate of the same Class, or to transfer
all or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery thereof in the form of an interest
in a Global Certificate, such Holder may, subject to the rules and procedures of Euroclear or Clearstream, if applicable, and the
Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial interest in the appropriate
Global Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section
5.7 hereof, of (1) such Non-Book Entry Certificate, duly endorsed as provided herein, (2) instructions from such Holder directing
the Certificate Registrar, as registrar, to credit, or cause to be credited, a beneficial interest in the applicable Global 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 G hereto (in the event that the applicable Global Certificate is the Temporary Regulation S Global Certificate),
in the form of Exhibit H hereto (in the event that the applicable Global Certificate is the Regulation S Global Certificate)
or in the form of Exhibit I hereto (in the event that the applicable Global Certificate is the Rule 144A Global Certificate),
then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate,
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 Global 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
Global Certificate equal to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled.


 


(h)           Exchanges
of Non-Book Entry Certificates. If a holder of a Rule 144A Global Certificate, Regulation S Global Certificate or Non-Book
Entry Certificate wishes at any time to transfer its interest in such Rule 144A Global Certificate, Regulation S Global Certificate
or Non-Book Entry Certificate to a Person who is required to take delivery thereof in the form of a Non-Book Entry Certificate,
then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely
upon): (i) an investment representation letter from the proposed transferee substantially in the form attached as Exhibit J-1
to this Agreement and (ii) if required by the Certificate Registrar, an opinion of counsel satisfactory to the Certificate Registrar
to the effect that such transfer shall be made without


 



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registration under the Securities Act, together with the written certification(s)
as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or the proposed transferee
on which such opinion of counsel is based (such opinion of counsel shall not be an expense of the Trust or of the Depositor, the
Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Certificate Registrar in their respective capacities
as such).


 


(i)           Other
Exchanges. In the event that a Global Certificate is exchanged for a Definitive Certificate, such Certificates may be exchanged
only in accordance with such procedures as are substantially consistent with the provisions of clauses (c) through (f) and (h)
above (including the certification requirements intended to ensure that such transfers comply with Rule 144A or Regulation S under
the Securities Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate Registrar.


 


(j)           Restricted
Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, transfers of interests
in the Temporary Regulation S Global Certificate to U.S. persons (as defined in Regulation S) shall be limited to transfers made
pursuant to the provisions of clause (e) above.


 


(k)           If
Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive legend relating to compliance
with the Securities Act, or if a request is made to remove such legend on Certificates, the 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, Rule 144 or Regulation S under
the Securities Act or, with respect to Non-Book Entry Certificates, that such Certificates are not “restricted” within
the meaning of Rule 144 under the Securities Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall
authenticate and deliver Certificates that do not bear such legend.


 


(l)           All
Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Certificate
Registrar in accordance with the Certificate Registrar’s customary procedures.


 


(m)           No
Class E, Class F, Class G, Class HRR or Class R Certificates may be purchased by or transferred to any prospective purchaser or
transferee that is or will be an “employee benefit plan” within the meaning of Section 3(3) of ERISA that is subject
to the fiduciary responsibility provisions of ERISA, or any “plan” within the meaning of Section 4975(e)(1) of the
Code that is subject to Section 4975 of the Code, or any other plan or arrangement subject to any federal, state or local law materially
similar to the foregoing provisions of ERISA or the Code (“Similar Law”) or a Person whose assets include the
assets of any such employee benefit plan or plan within the meaning of Department of Labor Regulation Section 2510.3-101, as modified
by Section 3(42) of ERISA or otherwise (each, a “Benefit Plan”), or any person acting on behalf of any such
Benefit Plan or using the assets of a Benefit Plan to purchase such Certificate other than, in the case of a Class E, Class F,
Class G or Class HRR Certificate, an insurance company using assets of its general account under circumstances whereby such purchase
and the subsequent holding of such Certificates by such insurance


 



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company would be exempt from the prohibited transaction provisions
of Sections 406 and 407 of ERISA and Section 4975 of the Code under Sections I and III of Prohibited Transaction Class Exemption
95-60, or a plan subject to Similar Law whose acquisition and holding of such Certificate will not constitute or result in a non-exempt
violation of Similar Law. Each prospective transferee of a Class E, Class F, Class G, Class HRR or Class R Certificate in definitive
form (other than the Initial Purchaser) shall deliver to the transferor, the Certificate Registrar and the Certificate Administrator
a representation letter, substantially in the form of Exhibit O, stating that the prospective transferee meets the requirements
of the preceding sentence. Each transferee of an interest in a Class E, Class F, Class G, Class HRR or Class R Certificate in the
form of a Global Certificate will be deemed to have represented that it meets the requirements of the second preceding sentence.
No Class A, Class X-A, Class X-B, Class B, Class C or Class D Certificates may be purchased by or transferred to any prospective
purchaser or transferee that is or will be a Benefit Plan, or any person acting on behalf of a Benefit Plan or using the assets
of a Benefit Plan to purchase such Certificate, unless (A) the purchaser is an “accredited investor” as defined in
Rule 501(a)(1) of the Securities Act and (B) the acquisition, holding and disposition of such Certificate by the purchaser will
not constitute or otherwise result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code (or a similar
non-exempt violation of Similar Law). Any purported transfer in violation of this Section 5.3(m) shall be null and void
ab initio and shall vest no rights in any such purported purchaser or transferee.


 


(n)           Each
Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership
Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership
Interest are expressly subject to the following provisions:


 


(i)            Each
Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such
Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted
Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or
the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition of a Residual
Ownership Interest 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 J-2 (a “Transferee Affidavit”) of the proposed transferee
(A) that such proposed


 



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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. Person, (5)
the proposed transferee will not transfer the Residual Ownership Interest to any Person that does not provide a Transferee Affidavit
or as to which the proposed transferee has actual knowledge that such Person is not a Permitted Transferee or is acting as an agent
(including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee, and (6) the proposed transferee
expressly agrees to be bound by and to abide by the provisions of this Section 5.3(n) and (y) other than in connection with
the initial issuance of a Class R Certificate, require a statement from the proposed transferor substantially in the form attached
as Exhibit J-3 (the “Transferor Letter”), that the proposed transferor has no actual knowledge that the
proposed transferee is not a Permitted Transferee and has no actual knowledge or reason to know that the proposed transferee’s
statements in the Transferee Affidavit are false.


 


(iii)          Notwithstanding
the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible Officer of the
Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no transfer to such proposed
transferee shall be effected and such proposed transfer shall not be registered on the Certificate Register; provided, however,
the Certificate Registrar shall not be required to conduct any independent investigation to determine whether a proposed transferee
is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a transfer to any Person that is a
Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention of the foregoing restrictions,
and in any event not later than 60 days after a request for information from the transferor of such Residual Ownership Interest
or such agent, the Certificate Registrar and the Certificate Administrator agree to furnish to the IRS and the transferor of such
Residual Ownership Interest or such agent such information necessary to the application of 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, such Persons shall in no event be excused from furnishing such information.


 


(iv)          The
Class R Certificates may only be issued as Definitive Certificates and transferred to and owned by QIBs.


 


(o)           At
all times, if a transfer of the Class HRR Certificates is to be made (other than in connection with the initial issuance of a Class
HRR Certificate), then the


 



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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 J-4, (ii) a certification from the Certificateholder desiring to effect such transfer substantially
in the form attached hereto as Exhibit J-5, and (iii) the Retaining Sponsor’s consent to such transfer (subject to
Section 5.1(e)). Upon receipt of the foregoing certifications, the Certificate Registrar shall, subject to Section 5.1(d)
and Section 5.3, reflect the Class HRR Certificates in the name of the prospective transferee. For the avoidance of doubt,
in no event shall the Class HRR Certificates be held as a Global Certificate unless otherwise consented to by the Retaining Sponsor
pursuant to Section 5.1(d).


 


(p)           Each
fiduciary (a “Plan Fiduciary”) purchasing Certificates on behalf of a Benefit Plan subject to Section 406 of
ERISA or Section 4975 of the Code (an “ERISA Plan”), as a condition of the ERISA Plan’s purchase of the
Certificates, (a) must be “independent” (within the meaning of 29 C.F.R. Section 2510.3-21) of the Depositor, the Initial
Purchasers, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Operating Advisor and any of their
respective affiliated entities (the “Transaction Parties”) and (b) will be deemed to have represented that:


 


(i)            the
Plan Fiduciary either: (a) is a bank as defined in Section 202 of the Investment Advisers Act of 1940 (the “Advisers Act”),
or similar institution that is regulated and supervised and subject to periodic examination by a State or Federal agency; (b) is
an insurance carrier which is qualified under the laws of more than one state to perform the services of managing, acquiring or
disposing of assets of an ERISA Plan; (c) is an investment adviser registered under the Advisers Act, or, if not registered an
as investment adviser under the Advisers Act by reason of paragraph (1) of Section 203A of the Advisers Act, is registered as an
investment adviser under the laws of the state in which it maintains its principal office and place of business; (d) is a broker-dealer
registered under the Securities Exchange Act of 1934, as amended; or (e) has, and at all times that the ERISA Plan is invested
in the Certificates will have, total assets of at least U.S. $50,000,000 under its management or control (provided that this clause
(e) shall not be satisfied if the Plan Fiduciary is either (i) the owner or a relative of the owner of an investing individual
retirement account or (ii) a participant or beneficiary of the ERISA Plan investing in the Certificates in such capacity);


 


(ii)           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 of the Certificates by the ERISA Plan;


 


(iii)          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;


 


(iv)         
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;


 






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(v)           neither
the ERISA Plan nor the Plan Fiduciary is paying or has paid any fee or other compensation to any of the Transaction Parties for
investment advice (as opposed to other services) in connection with the ERISA Plan’s acquisition or holding of the Certificates;
and


 


(vi)          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 (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 29 C.F.R. Sections 2510.3-21(a) and (c)(1). If these provisions are revoked, repealed or no longer
effective, these representations shall be deemed to be no longer in effect.


 


Section 5.4.     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 Fund. In connection with the issuance of
any new Certificate under this Section 5.4, 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 5.4 shall constitute complete and indefeasible evidence of ownership in the Trust Fund, as if
originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


 


Section 5.5.     Persons
Deemed Owners.  The Servicer, the Special Servicer, the Certificate Administrator, the Trustee 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
none of the Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, nor any agent
of any of them shall be affected by any notice to the contrary; provided, however, that to the extent that a party
to this Agreement responsible for distributing any report, statement or other information required to be distributed to Certificateholders
has been provided an Investor Certification, such party to this Agreement shall distribute such report, statement or other information
to such beneficial owner (or prospective transferee).


 


Section 5.6.     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


 






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Certificateholders, (b) states that such Certificateholder desires to communicate with other
Certificateholders with respect to its rights under this Agreement or under the Certificates and (c) provides a copy of the communication
which such Certificateholder proposes to transmit, then the Certificate Registrar shall, within ten Business Days after the receipt
of such request, afford such Certificateholder access during normal business hours to a current list of the Certificateholders.
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 such information was derived. The Servicer, the Special Servicer and the Depositor shall be entitled to a list of the
names and addresses of Certificateholders from time to time upon request therefor.


 


Upon the written request
of any Certificateholder that (a) has provided an Investor Certification, (b) states that such Certificateholder desires the Certificate
Administrator to transmit a notice to all Certificateholders stating that such Certificateholder wishes to be contacted by other
Certificateholders, setting forth the relevant contact information and briefly stating the reason for the requested contact (a
“Special Notice”) and (c) provides a copy of the Special Notice which such Certificateholder proposes to transmit,
the Certificate Administrator shall post such Special Notice to the Certificate Administrator’s Website pursuant to Section
8.14(b) and shall mail such Special Notice to all Certificateholders at their respective addresses appearing on the Certificate
Register. The costs and expenses of the Certificate Administrator associated with delivering any such Special Notice shall be borne
by the party requesting such Special Notice. Every Certificateholder, by receiving and holding a Certificate, agrees that neither
the Certificate Administrator nor the Certificate Registrar shall be held accountable by reason of the disclosure of any such Special
Notice to Certificateholders, regardless of the information set forth in such Special Notice.


 


Section 5.7.     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 U.S. Bank National Association, 60 Livingston Avenue, St. Paul, Minnesota 55116, Attention:
Bondholder Services CSMC 2017-CALI as its office for such purposes. The Certificate Registrar shall give prompt written notice
to the Certificateholders and the Loan Borrower of any change in the location of the Certificate Register or any such office or
agency.


 


Article
6



THE DEPOSITOR, THE SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR AND THE CONTROLLING CLASS REPRESENTATIVE


 


Section 6.1.     Respective
Liabilities of the Depositor, the Servicer and the Special Servicer.  The Depositor, the Servicer and the Special
Servicer each shall be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement.


 






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Section 6.2.     Merger
or Consolidation of the Servicer, the Special Servicer or the Operating Advisor.  Each of the Servicer, Special
Servicer and Operating Advisor shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction
of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties
under this Agreement.


 


Any Person into which
the Servicer, Special Servicer, Depositor or Operating Advisor may be merged or consolidated, or any Person resulting from any
merger or consolidation to which the Servicer, Special Servicer, Depositor or Operating Advisor shall be a party, or any Person
succeeding to the business of the Servicer, Special Servicer, Depositor or Operating Advisor, shall be the successor of the Servicer,
Special Servicer, Depositor or Operating Advisor as the case may be, hereunder, and shall be deemed to have assumed all of the
liabilities and obligations of such Servicer, Special Servicer, Depositor or Operating Advisor hereunder, without the execution
or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that the Certificate Administrator or the Trustee has received a Rating Agency Confirmation with
respect to such successor or surviving Person (except that if the successor or surviving Person is the Servicer, the Special Servicer,
the Depositor or the Operating Advisor, as applicable, the obligation to provide a Rating Agency Confirmation shall not apply).


 


Section 6.3.     Limitation
on Liability of the Depositor, the Servicer, the Special Servicer, the Operating Advisor and Others.   (a)
Neither the Depositor, the Servicer, the Special Servicer, the Operating Advisor nor any of their respective directors, officers,
members, managers, partners, employees, Affiliates or agents shall be under any liability to the Trust, the Certificateholders
or any Companion Loan Holder for any action taken or for refraining from the taking of any action in good faith pursuant to this
Agreement, actions taken or not taken at the direction of Certificateholders or the Companion Loan Holders in accordance with
this Agreement or the Co-Lender Agreement, or for errors in judgment; provided, however, that this provision shall
not protect the Depositor, the Servicer, the Special Servicer, the Operating Advisor or any such other person against any breach
of warranties or representations made herein or any liability which would otherwise be imposed by reason of willful misconduct,
bad faith or negligence in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunder.
The Depositor, the Servicer, the Special Servicer, the Operating Advisor and any of their respective directors, officers, employees,
members, managers, partners, Affiliates or agents may reasonably rely on any document of any kind prima facie properly executed
and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer, the Operating
Advisor and any of their respective directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling
persons” within the meaning of the Securities Act (“Controlling Persons”), shall be indemnified by the
Trust (in accordance with the procedures set forth in Section 3.4(c)) and held harmless against any loss, liability, claim,
demand or expense incurred in connection with any legal action or other claims, losses, penalties, fines, foreclosures, judgments
or liabilities relating to this Agreement, the Co-Lender Agreement, the Whole Loan, the Property, or the Certificates (except
as any such loss, liability or expense shall be otherwise reimbursable and reimbursed pursuant to this Agreement), other than
any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence by it in the performance of
its duties hereunder or by reason of its negligent disregard of its obligations and duties hereunder. None of


 



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the Depositor, the
Operating Advisor, the Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal
action that is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense
or liability; provided, however, that the Depositor, the Operating Advisor, the Servicer or the Special Servicer
may, in its discretion, undertake any such action which it may deem necessary or desirable in accordance with Accepted Servicing
Practices in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders
hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom will be expenses,
costs and liabilities of the Trust Fund, and the Depositor, the Operating Advisor, the Servicer and the Special Servicer shall
be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit in the Collection Account.


 


(b)           The
Depositor shall not be obligated to monitor or supervise the performance of the Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator or the Trustee under this Agreement. The Depositor may, but shall not be obligated to, enforce the
obligations of the Servicer, the Special Servicer, the Certificate Administrator and the Trustee under this Agreement.


 


Section 6.4.     Termination
of the Special Servicer Without Cause.  (a) At any time after the occurrence and during the continuance of a Control
Termination Event, upon (i) the written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights
of the Certificates requesting a vote to terminate and replace the Special Servicer with a proposed successor Special Servicer
(which must be a Qualified Replacement Special Servicer), (ii) payment by such Holders to the Certificate Administrator of the
reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote and (iii)
delivery by such Holders to the Certificate Administrator and the Trustee of a Rating Agency Confirmation with respect to the
termination of the existing Special Servicer and the replacement thereof with the proposed successor (with the reasonable fees
and out-of-pocket costs and expenses associated with obtaining such Rating Agency Confirmation to be an expense of such Holders),
the Certificate Administrator shall promptly provide written notice thereof to all Certificateholders by posting such notice on
its internet website and by mailing at their addresses appearing in the Certificate Register. Upon the written direction of (a)
Holders of Certificates evidencing at least 75% of the Voting Rights that vote so long as they constitute a Certificateholder
Quorum of the Certificates or (b) Holders of those Classes of Sequential Pay Certificates evidencing more than 50% of the Voting
Rights of each Class of Non-Reduced Certificates, the Trustee shall terminate all of the rights (subject to Section 6.3
of this Agreement) and obligations of the Special Servicer under this Agreement, and the proposed successor Special Servicer (if
such successor is a Qualified Replacement Special Servicer) shall succeed to the duties of the Special Servicer all as if a removal
and replacement were occurring pursuant to Section 7.1 and Section 7.2 of this Agreement; provided that if
such written direction is not provided within 180 days of the initial request for a vote to terminate and replace the Special
Servicer, then such written direction shall have no force and effect. The provisions set forth in the foregoing sentences of this
Section 6.4(a) shall be binding upon and inure to the benefit of solely the Certificateholders and the Trustee as between
each other. The Special Servicer shall not have any cause of action based upon or arising from any breach or alleged breach of
such provisions. As between the Special Servicer, on the one hand, and the


 



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Certificateholders, on the other, the Certificateholders
shall be entitled in their sole discretion to vote for the termination or not vote for the termination of the Special Servicer.


 


So long as no Control
Termination Event is continuing, the Controlling Class Representative shall be entitled to terminate the rights (subject to Section
6.3 of this Agreement) and obligations of the Special Servicer under this Agreement, with or without cause, upon ten (10) Business
Days’ notice to the Special Servicer, the Servicer, the Certificate Administrator and the Trustee. Upon a termination (pursuant
to the prior sentence) or a resignation of the Special Servicer, the Controlling Class Representative shall appoint a successor
Special Servicer; provided, however, that (i) such successor will meet the requirements set forth in Section 7.2
of this Agreement and (ii) the Controlling Class Representative shall (at no expense to the Trust) obtain and deliver to the Certificate
Administrator and the Trustee a Rating Agency Confirmation with respect to such proposed successor acting as a Special Servicer.


 


The Certificate Administrator
shall include on each Distribution Date Statement a statement that each Certificateholder and Beneficial Owner that are Privileged
Persons or Borrower Related Parties that submit Exhibit BB-2 may access notices on the Certificate Administrator’s
Website and each Certificateholder and Beneficial Owner that are Privileged Persons or Borrower Related Parties that submit Exhibit
BB-2 may register to receive email notifications when such notices are posted on the Certificate Administrator’s Website;
provided that the Certificate Administrator shall be entitled to reimbursement from the requesting Certificateholders for
the reasonable expenses of posting such notices.


 


(b)           The
appointment of any such successor Special Servicer shall not relieve the Servicer or the Trustee of their respective obligations
to make Advances as set forth herein; provided, however, that none of the Trustee, the Servicer (solely in its capacity
as Servicer), or the initial Special Servicer specified in Section 3.10(a) of this Agreement shall be liable for any actions
or any inaction of such successor Special Servicer. Any termination fee payable to the terminated Special Servicer and any costs
incurred by the Trust or the terminated Special Servicer in connection with the replacement of a Special Servicer shall be paid
by the Controlling Class Representative or Certificateholders so terminating the Special Servicer and shall not in any event be
an expense of the Trust Fund.


 


(c)           No
termination of the Special Servicer and appointment of a successor Special Servicer shall be effective until (i) the successor
Special Servicer shall have executed and delivered to the Trustee and the Certificate Administrator an agreement which contains
an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed
or observed by the Special Servicer under this Agreement from and after the date of such agreement and (ii) subject to Section
10.17 of this Agreement, the Rating Agency has delivered to the Trustee and the Certificate Administrator a Rating Agency Confirmation
with respect to such termination and appointment of a successor.


 


(d)           Any
successor Special Servicer shall be deemed to make the representations and warranties provided for in Section 2.5 of this
Agreement mutatis mutandis as of the date of its succession.


 






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(e)           In
the event that the Special Servicer is terminated pursuant to this Section 6.4, the Trustee shall, by notice in writing
to the Special Servicer, terminate all of its rights and obligations under this Agreement and in and to the Trust Loan and the
proceeds thereof, other than any rights the Special Servicer may have hereunder as a Certificateholder and any rights or obligations
that accrued prior to the date of such termination (including without limitation the right to receive all amounts accrued or owing
to it under this Agreement, plus interest at the Advance Rate on such amounts until received to the extent such amounts bear interest
as provided in this Agreement, with respect to periods prior to the date of such termination and the right to the benefits of Section
6.3 of this Agreement and the right to receive ongoing Work-out Fees or Liquidation Fee in accordance with the terms hereof
and any indemnification that the Special Servicer is entitled to pursuant to the terms hereof).


 


Section 6.5.     The
Controlling Class Representative.  


 


(a)           So long
as no Control Termination Event has occurred and is continuing, the Controlling Class Representative shall be entitled to (1)
if a Special Servicing Loan Event occurs, advise the Special Servicer and (2) if a Special Servicing Loan Event has not occurred,
advise the Special Servicer as to all matters for which the Servicer must obtain the consent or deemed consent of the Special
Servicer for a Major Decision. In addition, notwithstanding anything herein to the contrary, except as set forth in, and in any
event subject to Section 6.5(b) and the second and third paragraphs of this Section 6.5(a), both (a) the Servicer
shall not be permitted to take any of the actions constituting a Major Decision unless it has obtained the consent of the Special
Servicer, who shall have 15 Business Days (or 60 days with respect to the determination of an Acceptable Insurance Default) (from
the date that the Special Servicer receives the information from the Servicer) to analyze and make a recommendation regarding
such Major Decision (provided that if the Special Servicer does not consent, or notify the Servicer that it will not consent,
to such Major Decision within the required 15 Business Days or 60 days, as applicable, the Special Servicer shall be deemed to
have consented to such Major Decision) and (b) so long as no Control Termination Event is continuing, the Special Servicer shall
not be permitted to consent to the Servicer’s taking any of the actions constituting a Major Decision nor will the Special
Servicer itself be permitted to take any of the actions constituting a Major Decision as to which the Controlling Class Representative
has objected in writing within ten (10) Business Days after receipt of the written recommendation and analysis from the Special
Servicer (the “Major Decision Reporting Package”), which the Special Servicer will be required to deliver to
the Controlling Class Representative within five Business Days of the Special Servicer’s receipt of notice of the proposed
action; provided that if such written objection has not been received by the Special Servicer within such ten (10) Business
Day period, then the Controlling Class Representative will be deemed to have approved such action; provided further, that, in
the event that the Special Servicer or Servicer (in the event the Servicer is otherwise authorized by this Agreement to take such
action), as applicable, determines that immediate action, with respect to a Major Decision, or any other matter requiring consent
of the Controlling Class Representative so long as no Control Termination Event is continuing in this Agreement, is necessary
to protect the interests of the Certificateholders, the Special Servicer or Servicer, as applicable, may take any such action
without waiting for the Controlling Class Representative’s (or, if applicable, the Special Servicer’s) response. The
Special Servicer is not required to obtain the consent of the Controlling Class Representative for any Major Decision following
the occurrence and during the continuance of a Control Termination Event.


 






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In addition, unless a
Control Termination Event has occurred and is continuing, the Controlling Class Representative may direct the Special Servicer
to take, or to refrain from taking, such other actions with respect to the Whole Loan as the Controlling Class Representative may
reasonably deem advisable or as to which provision is otherwise made herein. Notwithstanding anything herein to the contrary, no
such direction, and no objection contemplated by the preceding paragraph or this paragraph, may require or cause the Servicer or
the Special Servicer to violate any provision of the Loan Documents, the Co-Lender Agreement (including the provisions regarding
certain consultation rights with the Companion Loan Holders), applicable law or this Agreement, including without limitation each
of the Servicer’s and the Special Servicer’s obligation to act in accordance with Accepted Servicing Practices or expose
the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trust Fund or the Trustee to liability,
or materially expand the scope of the Servicer’s or the Special Servicer’s responsibilities hereunder or cause the
Servicer or the Special Servicer to act, or fail to act, in a manner which in the reasonable judgment of the Servicer or the Special
Servicer is not in the best interest of the Certificateholders. With respect to any action requiring the consent of the Controlling
Class Representative hereunder, such consent will be deemed given if the Controlling Class Representative does not object within
ten (10) Business Days.


 


In the event the Special
Servicer or Servicer, as applicable, determines that a refusal to consent by the Controlling Class Representative or any advice
from the Controlling Class Representative would otherwise cause the Special Servicer or Servicer, as applicable, to violate the
terms of the Loan Documents, the provisions of the Code resulting in an Adverse REMIC Event, applicable law or this Agreement,
including without limitation, Accepted Servicing Practices, the Special Servicer or Servicer, as applicable, shall disregard such
refusal to consent or advise and notify the Controlling Class Representative, the Trustee and, subject to Section 10.17
of this Agreement, the Rating Agency of its determination, including a reasonably detailed explanation of the basis therefor. The
taking of, or refraining from taking, any action by the Servicer or Special Servicer in accordance with the direction of or approval
of the Controlling Class Representative that does not violate any law or Accepted Servicing Practices or any other provisions of
this Agreement, will not result in any liability on the part of the Servicer or the Special Servicer.


 


The Controlling Class
Representative shall have no liability to the Trust Fund or the Certificateholders for any action taken, or for refraining from
the taking of any action, pursuant to this Agreement, or for error in judgment; provided, however, that the Controlling
Class Representative will not be protected against any liability to any Controlling Class Certificateholder that would otherwise
be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of negligent
disregard of obligations or duties.


 


By its acceptance of
a Certificate, each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Controlling
Class Representative may have special relationships and interests that conflict with those of Holders of one or more Classes of
Certificates; (ii) the Controlling Class Representative may act solely in the interests of the Holders of the Controlling Class;
(iii) the Controlling Class Representative does not have any liability or duties to the Holders of any Class of Certificates other
than the Controlling Class; (iv) the Controlling Class Representative may take actions that favor interests of the Holders of the


 



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Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Controlling Class
Representative shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted as
set forth in clauses (i)-(iv) of this paragraph, and no Certificateholder may take any action whatsoever against the Controlling
Class Representative or any affiliate, director, member, officer, employee, shareholder, member, partner, agent or principal thereof
for having so acted.


 


(b)           Notwithstanding
anything to the contrary contained herein: (i) after the occurrence and during the continuance of any Control Termination Event,
the Controlling Class Representative shall have no right to consent to 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 Controlling Class Representative shall remain entitled to receive any notices, reports
or information to which it is entitled pursuant to this Agreement, and the Special Servicer shall consult with the Controlling
Class Representative in connection with any action to be taken or refrained from taking to the extent set forth herein; and (iii)
after the occurrence and during the continuance of a Consultation Termination Event, the Controlling Class Representative shall
have no consultation or consent rights hereunder and no right to receive any notices, reports or information (other than notices,
reports or information required to be delivered to all Certificateholders) or any other rights as Controlling Class Representative.
In the event that no Controlling Class Representative has been appointed or identified to the Servicer or the Special Servicer,
as applicable, and the Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate
Administrator, then, until such time as the new Controlling Class Representative is identified, the 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 Controlling Class
Representative, as the case may be.


 


After the occurrence
and during the continuance of a Control Termination Event but, with respect to the Controlling Class Representative only, prior
to the occurrence of a Consultation Termination Event, the Special Servicer shall consult with the Controlling Class Representative
in connection with any Major Decision (and any other actions which otherwise require consultation with the Controlling Class Representative
prior to a Consultation Termination Event hereunder) and consider alternative actions recommended by Controlling Class Representative
in respect thereof. Such consultation will not be binding on the Special Servicer. In the event the Special Servicer receives no
response from the Controlling Class Representative within 10 days following its written request for input on any required consultation,
the Special Servicer shall not be obligated to consult with the Controlling Class Representative on the specific matter; provided,
however, that the failure of the Controlling Class Representative to respond shall not relieve the Special Servicer
from consulting with the Controlling Class Representative on any future matters with respect to the Whole Loan. The Special Servicer
shall provide each Major Decision Reporting Package to the Operating Advisor simultaneously upon providing such Major Decision
Reporting Package to the Controlling Class Representative. With respect to any particular Major Decision and related Major Decision
Reporting Package and any Asset Status Report, the Special Servicer shall make available to the Operating Advisor Servicing Officers
with relevant knowledge regarding the Whole 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


 



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Status Report and
potential conflicts of interest and compensation with respect to such Major Decision and/or Asset Status Report. In addition, after
the occurrence and during the continuance of an Operating Advisor Consultation Event, the Special Servicer shall consult with the
Operating Advisor (telephonically or electronically) in connection with any proposed Major Decision (and such other matters that
are subject to consultation rights of the Operating Advisor hereunder) and consider alternative actions recommended by the Operating
Advisor, in respect thereof, provided that such consultation is on a non-binding basis. In the event that the Special Servicer
receives no response from the Operating Advisor within ten (10) days following the later of (i) its written request for input on
any required consultation and (ii) delivery of all such additional information reasonably requested by the Operating Advisor related
to the subject matter of such consultation, the Special Servicer shall not be obligated to consult with the Operating Advisor on
the specific matter; provided, however, that the failure of the Operating Advisor to respond on any specific matters
shall not relieve the Special Servicer from its obligation to consult with the Operating Advisor on any future matter with respect
to the Whole Loan.


 


In connection with the
Controlling Class Representative 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 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 Property before the expiration of the applicable
period for the Operating Advisor or Controlling Class Representative 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 Controlling Class Representative, as applicable.


 


After the occurrence
and during the continuance of a Consultation Termination Event, the Controlling Class Representative shall have no consultation
or consent rights hereunder and shall have no right to receive any notices, reports or information (other than notices, reports
or information required to be delivered to all Certificateholders) or any other rights as Controlling Class Representative. However,
the Controlling Class Representative shall maintain the right to exercise its Voting Rights for the same purposes as any other
Certificateholder.


 


(c)           Each
Certificateholder and Beneficial Owner of a Class G or Class HRR Certificate is hereby deemed to have agreed by virtue of its purchase
of such Certificate (or beneficial ownership interest in such Certificate) to provide its name and address to the Certificate Administrator
and to notify the Certificate Administrator of the transfer of any Class Class G or Class HRR Certificate (or the beneficial ownership
of any Class G or Class HRR Certificate), the selection of a Controlling Class Representative or the resignation or removal thereof.
Any such Certificateholder (or Beneficial Owner) or its designee at any time appointed Controlling Class Representative is hereby
deemed to have agreed by virtue of its purchase of a Class G or Class HRR Certificate (or the beneficial ownership interest in
a Class G or Class HRR Certificate) to notify in writing the Certificate Administrator when such Certificateholder


 



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(or Beneficial
Owner) or designee is appointed Controlling Class Representative and when it is removed or resigns. The initial Controlling Class
Representative and any subsequent Controlling Class Representative is hereby deemed to have agreed and acknowledged by virtue of
its purchase of a Control Eligible Certificate (or beneficial ownership interest in such Certificate) that its identity will be
reported monthly by the Certificate Administrator in the Distribution Date Statement. Upon receipt of such notice, the Certificate
Administrator shall notify the Special Servicer, the Servicer, the Operating Advisor and the Trustee of the identity of the Controlling
Class Representative, any resignation or removal thereof and/or any new Holder or Beneficial Owner of a Class G or Class HRR Certificate.
In addition, upon the request of the Servicer, the Special Servicer, the Operating Advisor or the Trustee, as applicable, the Certificate
Administrator shall provide (on a reasonably prompt basis) the identity of the then current Controlling Class, a list of the Certificateholders
(or Beneficial Owners, if applicable, at the expense of the Trust if such expense arises in connection with an event as to which
the Controlling Class Representative or the Controlling Class has consent or consultation rights pursuant to this Agreement, or
otherwise at the expense of the requesting party) and confirmation as to whether a Control Termination Event or Operating Advisor
Consultation Event has occurred in the previous calendar year preceding any such request. Each of the Servicer, the Special Servicer,
the Operating Advisor and the Trustee shall be entitled to rely on such information so provided by the Certificate Administrator
and shall be entitled to assume that the identity of the Controlling Class Representative has not changed absent notice of a replacement
of the Controlling Class Representative by a majority of the Controlling Class, or the resignation of the then-current Controlling
Class Representative. In the event that no Controlling Class Representative has been appointed or identified to the Servicer or
the Special Servicer, as applicable, and the Servicer or the Special Servicer, as applicable, has attempted to obtain such information
from the Certificate Administrator and no such entity has been identified to the Servicer or the Special Servicer, as applicable,
then until such time as the new Controlling Class Representative is identified, the Servicer or the Special Servicer, as applicable,
will have no duty to consult with, provide notice to, or seek the approval or consent of any such Controlling Class Representative
as the case may be.


 


If at any time that 1CAL
Grand Avenue Partners, LLC or any successor Controlling Class Representative or Controlling Class Certificateholder(s) is no longer
the Holder (or Beneficial Owner) of at least a majority of the Controlling Class by Certificate Balance and the Certificate Registrar
has neither (i) received notice of the then-current Controlling Class Certificateholders of at least a majority of the Controlling
Class by Certificate Balance nor (ii) received notice of a replacement Controlling Class Representative pursuant to this Agreement,
then a Control Termination Event and a Consultation Termination Event shall be deemed to have occurred and shall be deemed to continue
until such time as the Certificate Administrator receives either such notice. The Certificate Registrar and the other parties hereto
will be entitled to assume that the entity identified in this Agreement as the initial Controlling Class Representative or any
successor Controlling Class Representative selected thereby and identified to the Certificate Registrar in writing is the Controlling
Class Representative, until the Certificate Registrar


 


Upon receipt of notice
of a change in Controlling Class Representative, the Certificate Administrator shall promptly forward notice thereof to each other
party to this Agreement.


 






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(d)           Until
it receives notice to the contrary, each of the Servicer, the Special Servicer, the Operating Advisor, the Depositor and the Trustee
and the Certificate Administrator shall be entitled to rely on the most recent notification with respect to the identity of the
Certificateholders of the Controlling Class and the Controlling Class Representative.


 


Section 6.6.     Servicer
and Special Servicer Not to Resign.  (a) Each of the Servicer and Special Servicer may resign and assign its respective
rights and delegate its duties and obligations under this Agreement to any Person or to an entity, provided that:


 


(i)             the
Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank or mortgage servicing
institution having a net worth of not less than $25,000,000 organized and doing business under the laws of the United States or
of any state of the United States or the District of Columbia, authorized under such laws to perform the duties of the Servicer
or Special Servicer, as the case may be, (B) shall execute and deliver to the Trustee an agreement in form and substance reasonably
satisfactory to the Trustee, which contains an assumption by such Person of the performance and observance of each covenant and
condition to be performed or observed by the Servicer or Special Servicer, as the case may be, under this Agreement from and after
the date of such agreement; provided, however that to the extent such agreement modifies in any respect any of the
covenants, terms or conditions in this Agreement to be performed by the Servicer or Special Servicer, as the case may be, such
agreement shall be subject to the approval of the Trustee, such approval not to be unreasonably withheld, and (C) shall make such
representations and warranties of the Servicer or Special Servicer, as the case may be, as provided in Section 2.4 and Section
2.5;


 


(ii)           Rating
Agency Confirmation has been received;


 


(iii)          the
Servicer or Special Servicer, as the case may be, shall not be released from its obligations under this Agreement that arose prior
to the effective date of such assignment and delegation under this Section 6.6(a);


 


(iv)          the
rate at which the Servicing Fee or Special Servicing Fee, as applicable (or any component thereof) is calculated shall not exceed
the rate then in effect; and


 


(v)           the
Servicer or Special Servicer, as the case may be, shall reimburse the Trustee, the Certificate Administrator, the Trust, and the
Rating Agency for any expenses of such assignment, sale or transfer.


 


Any attempted resignation and assignment
shall be void, unless such resignation and assignment satisfies the conditions set forth above. Upon satisfaction of the foregoing
requirements and acceptance of such assignment, such Person shall be the successor Servicer or Special Servicer, as the case may
be, hereunder.


 


(b)           Other
than as set forth in Sections 6.2 and Section 6.6(a), none of the Servicer and the Special Servicer shall resign
from its obligations and duties hereby imposed on it, except upon determination that performance of its duties hereunder is no
longer permissible under applicable law or are in material conflict by reason of applicable law with any other


 



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activities carried
on by it. Any such determination permitting the resignation of the Servicer or the Special Servicer, as the case may be, shall
be evidenced by an Opinion of Counsel delivered to the Trustee and the Depositor. No resignation by the Servicer or the Special
Servicer, as applicable, under this Agreement shall become effective until a successor Servicer or Special Servicer, as applicable,
shall have assumed the responsibilities and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement
in accordance with Section 7.2. Notwithstanding the previous sentence, each of the Servicer or Special Servicer may assign
its duties and obligations under this Agreement under certain limited circumstances as described herein.


 


(c)           In
the event the Special Servicer becomes a Borrower Related Party, the Special Servicer shall provide notice to each of the other
parties to this Agreement of such event and resign as Special Servicer and use reasonable efforts to replace itself with a special
servicer that is a Qualified Servicer, subject to the satisfaction of the conditions set forth in the proviso to Section 6.6(a)
and the agreement of a proposed successor to accept the same or lower compensation; provided that if no such appointment
is made within thirty (30) days of the Special Servicer becoming a Borrower Related Party, such failure shall be deemed a Special
Servicer Termination Event and the Trustee shall promptly deliver written notice to the Special Servicer of the Special Servicer’s
failure to perform the foregoing obligation. Prior to the occurrence and continuance of a Control Termination Event, the Controlling
Class Representative will be entitled to appoint (and replace with or without cause) a successor special servicer that is a Qualified
Replacement Special Servicer and not a Borrower Related Party in accordance with the terms herein, unless the Controlling Class
Representative is a Borrower Related Party. At any time after the occurrence and during the continuance of a Control Termination
Event or if the Controlling Class Representative is a Borrower Related Party, the resigning Special Servicer will be required to
use reasonable efforts to appoint a successor special servicer that is a Qualified Replacement Special Servicer and not a Borrower
Related Party in accordance with the terms herein and shall, at the expense of the Trust, petition any court of competent jurisdiction
for the appointment of a successor special servicer if one is not appointed within 60 days.


 


Section 6.7.     Indemnification
by the Servicer, the Special Servicer, the Operating Advisor and the Depositor.  Each of the Servicer, the Special
Servicer, the Operating Advisor and the Depositor, severally and not jointly, shall indemnify and hold harmless the Trust, the
Companion Loan Holders and each other party to this Agreement from and against any claims, losses, damages, penalties, fines,
forfeitures, reasonable legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Trust,
the Certificate Administrator, the Trustee or such other party that arise out of or are based upon (i) a breach by the Servicer,
the Special Servicer, the Operating Advisor or the Depositor, as the case may be, of its representations and warranties under
this Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Servicer, the Special Servicer, the Operating
Advisor or the Depositor, as the case may be, in the performance of such obligations or its reckless disregard of its obligations
and duties under this Agreement.


 


For the avoidance of
doubt, with respect to any indemnification provisions in this Agreement providing that the Trust, the Certificate Administrator,
the Trustee, the Operating Advisor, the Servicer, the Special Servicer or the Depositor is required to indemnify the Trust or


 



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another
party to this Agreement for costs, fees and expenses, such costs, fees and expenses are intended to include attorney’s fees
and expenses relating to the enforcement of such indemnity.


 


Article
7



SERVICER TERMINATION EVENTS; SPECIAL

SERVICER TERMINATION EVENTS;

TERMINATION OF SPECIAL SERVICER WITHOUT CAUSE


 


Section 7.1.     Servicer
Termination Events; Special Servicer Termination Events.  (a) “Servicer Termination Event,” or
“Special Servicer Termination Event” wherever used herein with respect to the Servicer or the Special Servicer,
as the case may be, 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 Servicer or Special Servicer, as applicable, to remit any payment required to be made or remitted by it (other than
Advances described under clause (ii) below) when required to be remitted under the terms of this Agreement, which failure is not
cured by 11:00 a.m., New York time, on the first Business Day following the date on which such remittance was required to be made;


 


(ii)           any
failure of the Servicer (a) to make any Monthly Payment Advance required to be made pursuant to this Agreement on or prior to the
applicable Remittance Date that is not cured by 11:00 a.m., New York time, on the related Distribution Date, (b) to make any Administrative
Advance required to be made pursuant to this Agreement on or prior to the applicable Remittance Date that is not cured by 11:00
a.m., New York time, on the related Distribution Date, or (c) to make any Property Protection Advance required to be made pursuant
to this Agreement when the same is due and such failure continues unremedied for 10 Business Days (or such shorter period (not
less than one Business Day) as would prevent a lapse in insurance or a delinquent payment of real estate taxes or ground rents)
following the date on which the Servicer receives notice thereof or should have had notice thereof if it had been acting in accordance
with the Accepted Servicing Practices;


 


(iii)          any
failure by the Servicer or the Special Servicer, as applicable, to observe or perform in any material respect any other of its
covenants or agreements or the material breach of its representations or warranties under this Agreement, which failure or breach
shall continue unremedied for a period of 30 days after the date on which written notice of such failure or breach is given to
the Servicer or Special Servicer, as applicable, by the Trustee or to the Servicer or Special Servicer, as applicable, and the
Trustee by the Holders of Certificates having greater than 25% of the aggregate Voting Rights of all then outstanding Certificates;
provided, however, that with respect to any such failure or breach that is not curable within such 30-day period,
the Servicer or the Special Servicer, as applicable, will have an additional cure period of 30 days to effect such cure so long
as the Servicer or the Special Servicer, as appropriate, has commenced to cure such failure within the initial 30-day period and
has provided the Trustee with an


 



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


 


(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 Servicer or the Special Servicer, as applicable, and such decree
or order has remained in force undischarged or unstayed for a period of sixty (60) days; provided, however, that,
with respect to any such decree or order that cannot be discharged, dismissed or stayed within such sixty (60) day period, the
Servicer or the Special Servicer, as appropriate, will have an additional period of thirty (30) days to effect such discharge,
dismissal or stay so long as it has commenced proceedings to have such decree or order dismissed, discharged or stayed within the
initial sixty (60) day period and has diligently pursued, and is continuing to pursue, such discharge, dismissal or stay;


 


(v)           the
Servicer or the Special Servicer, as applicable, 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 Servicer or the Special Servicer or of or relating to all or substantially all of its
property;


 


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


 


(vii)         the
Servicer or the Special Servicer is no longer listed on S&P’s Select Servicer List as a U.S. Commercial Mortgage Master
Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable, in connection therewith and the Servicer or the Special
Servicer is not reinstated to such status on such list within sixty (60) days;;


 


(viii)        [Reserved];


 


(ix)           a
Companion Loan Rating Agency has (A) qualified, downgraded or withdrawn its rating or ratings of one or more classes of Companion
Loan Securities, or (B) placed one or more classes of Companion Loan Securities on “watch status” in contemplation
of rating downgrade or withdrawal and, in the case of either of clauses (A) or (B), citing servicing concerns with the Servicer
or the Special Servicer, as applicable, as the sole or material factor in such rating action (and such qualification, downgrade,
withdrawal or “watch status” placement has not been withdrawn by such Companion Loan Rating Agency within sixty (60)
days of such event); and


 


(x)            so
long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Servicer or Special Servicer,
as applicable, or any


 



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primary servicer, Sub-Servicer or Servicing Function Participant (such entity, the “Sub-Servicing
Entity”) retained by the Servicer or Special Servicer, shall fail to deliver the items required to be delivered by this
Agreement to enable such Other Securitization Trust to comply with its reporting obligations under the Exchange Act within the
time frame set forth for delivery in Article 12 (including any applicable grace periods) (any Sub-Servicing Entity that
defaults in accordance with this Section 7.1(a)(x) shall be terminated at the direction of the Depositor).


 


(b)           Upon
the occurrence of any Servicer Termination Event or Special Servicer Termination Event, unless such Servicer Termination Event
or Special Servicer Termination Event has been cured or waived, the Trustee shall (i) provide written notice to the Depositor and
the Certificate Administrator and the Certificate Administrator shall post notice of the same upon its receipt thereof on the Certificate
Administrator’s Website; (ii) subject to Section 10.16, provide written notice to the 17g-5 Information Provider (who
shall promptly post it to the 17g-5 Information Provider’s Website, pursuant to Section 10.16; (iii) provide notice
to the Companion Loan Holders and (iv) provide notice thereof to all Certificateholders by mail to the addresses set forth on the
Certificate Register. For avoidance of doubt, (i) the occurrence of a Servicer Termination Event with respect to the Servicer shall
not cause there to have occurred a Special Servicer Termination Event with respect to the Special Servicer unless the relevant
event also constitutes a Special Servicer Termination Event and (ii) the occurrence of a Special Servicer Termination Event with
respect to the Special Servicer shall not cause there to have occurred a Servicer Termination Event with respect to the Servicer
unless the relevant event also constitutes a Servicer Termination Event.


 


(c)           If
a Servicer Termination Event or Special Servicer Termination Event shall occur then, and in each and every such case, so long as
such Servicer Termination Event or Special Servicer Termination Event shall not have been remedied, the Trustee (i) may, upon the
written direction of Holders of Certificates having at least 25% of the Voting Rights (taking into account the application of the
Appraisal Reduction Amount to notionally reduce the Certificate Balances of the Certificates) of the Certificates (or, if pursuant
to clause (ix) or (x) of the definition thereof, by the Companion Loan Holders) or (ii) shall, at all times, with
respect to clause (iii) of a Special Servicer Termination Event that is based upon the failure of the Special Servicer to
resign and replace itself after becoming a Borrower Related Party as required pursuant to Section 6.6(c), terminate all
of the rights and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement, other than rights and
obligations accrued prior to such termination, and in and to the Whole Loan and the proceeds thereof by notice in writing to the
Servicer or the Special Servicer, as applicable. Upon any termination of the Servicer or the Special Servicer, as applicable, and
appointment of a successor to the Servicer or the Special Servicer, as applicable, the Trustee shall promptly notify the Certificate
Administrator and the Certificate Administrator shall post to the Certificate Administrator’s Website such written notice
thereof to the Depositor and the Certificateholders and furnish the same to the 17g-5 Information Provider (for posting on the
17g-5 Information Provider’s Website) and to the Certificateholders by mail to the addresses set forth in the Certificate
Register. Notwithstanding the foregoing, (a) if a Servicer Termination Event on the part of the Servicer or the Special Servicer
affects the Companion Loan, any holder thereof or the rating on a class of Companion Loan securities, then the related affected
Companion Loan Holder will be able to require termination of (i) the Servicer, if a Servicer Termination Event pursuant to


 



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clause
(ix) or (x) of the definition thereof has occurred and (ii) the Special Servicer (subject to the right of the Controlling
Class Representative to appoint a successor Special Servicer so long as no Control Termination Event is continuing) and (b) if
any Servicer Termination Event (other than pursuant to clause (vii) or (viii) of the definition thereof) on the part
of the Servicer affects the Companion Loan, the related Companion Loan Holder or the rating on a class of the related Companion
Loan securities, and if the Servicer is not otherwise terminated, then the Servicer may not be terminated by or at the direction
of the related Companion Loan Holder (whether by the Companion Loan Holder pursuant to clause (i) above, or otherwise), but upon
the written direction of the related Companion Loan Holder, the Servicer shall be required to appoint a sub-servicer that will
be responsible for servicing the related Whole Loan.


 


(d)           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 Accepted Servicing Practices, 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 may recommend the replacement of the Special Servicer. In such event, the Operating Advisor shall deliver
to the Trustee, with a copy to the Special Servicer and the Certificate Administrator, a written report in the form of Exhibit
T attached hereto (which form may be modified or supplemented from time to time to cure any ambiguity or error or to incorporate
any additional information, subject to compliance of such form with the terms and provisions of this Agreement; provided that in
no event shall the information or any other content included in such written report contravene any provision of this Agreement)
detailing the reasons supporting its recommendation (along with relevant information justifying its recommendation) and recommending
a suggested replacement special servicer (which shall be a Qualified Replacement Special Servicer). In such event, the Certificate
Administrator shall promptly notify each Certificateholder of the recommendation and post such notice and report on the Certificate
Administrator’s Website in accordance with Section 3.10(b), and by mail conduct the solicitation of votes of all Certificates
in such regard. Upon (i) the affirmative vote of Holders of Sequential Pay Certificates evidencing at least a majority of a quorum
of Certificateholders (which, for this purpose, is the Holders of Certificates that (A) evidence at least twenty percent (20%)
of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the respective
Certificate Balances) of all Sequential Pay Certificates on an aggregate basis, and (B) consist of at least three (3) Certificateholders
or Certificate Owners that are not affiliated with each other) and (ii) receipt of Rating Agency Confirmation from the Rating Agency
with respect to the termination of the Special Servicer and the appointment of a successor special servicer recommended by the
Operating Advisor by the Trustee following satisfaction of the foregoing clause (i), the Trustee shall (upon receipt of confirmations
from the Certificate Administrator) (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)
of the Certificate Administrator and the Operating Advisor associated with the Certificate Administrator’s obtaining such
Rating Agency Confirmations and administering such vote and the Operating Advisor’s identification of a Qualified Replacement
Special Servicer shall be a Trust Fund Expense. In the event that the Trustee does not receive the affirmative vote of at least
a majority of the quorum described in clause (i) of the preceding sentence within one hundred eighty (180) days after the notice
is posted to the Certificate


 



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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.


 


(e)           In
the event that the Servicer or Special Servicer is terminated pursuant to this Section 7.1, the Trustee (the “Terminating
Party”) shall, by notice in writing to the Servicer or Special Servicer, as the case may be (the “Terminated
Party”) (with a copy to the Loan Borrower), terminate all of its rights and obligations under this Agreement and in and
to the Whole Loan and the proceeds thereof, other than any rights the Terminated Party may have hereunder as a Certificateholder
and any rights or obligations that accrued prior to the date of such termination (including the right to receive all amounts accrued
or owing to it under this Agreement with respect to periods prior to the date of such termination and the right to the benefits
of Section 6.3 notwithstanding any such termination). On or after the receipt by the Terminated Party of such written notice,
subject to the foregoing, all of its authority and power under this Agreement, whether with respect to the Certificates (except
that the Terminated Party shall retain its rights as a Certificateholder in the event and to the extent that it is a Certificateholder)
or the Trust Loan or otherwise, shall pass to and be vested in the Terminating Party pursuant to and under this Section 7.1
and, without limitation, the Terminating Party is hereby authorized and empowered to execute and deliver, on behalf of and at the
expense of the Terminated Party, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the
transfer and endorsement or assignment of the Trust Loan and related documents, or otherwise. The Servicer and the Special Servicer,
as applicable, each agrees that, in the event it is terminated pursuant to this Section 7.1, or resigns under Section
6.6(b), to promptly (and in any event no later than ten Business Days subsequent to such notice) provide, at its own expense,
the Terminating Party (which term shall include for the purposes of the remainder of this Section 7.1(e), the Trustee (or
a successor Servicer or Special Servicer) in connection with a resignation of the Servicer or the Special Servicer under Section
6.6(b)) with all documents and records requested by the Terminating Party to enable the Terminating Party to assume its functions
hereunder, and to cooperate with the Terminating Party and the successor to its responsibilities hereunder in effecting the termination
of its responsibilities and rights hereunder, including, without limitation, the transfer to the successor Servicer or Special
Servicer, as applicable, or the Terminating Party, as applicable, for administration by it of all cash amounts which shall at the
time be or should have been credited by the Terminated Party (which term shall include, for the purposes of the remainder of this
Section 7.1(e), the resigning party in connection with a resignation of the Servicer or the Special Servicer under Section
6.6(b)) to the Collection Account, the Foreclosed Property Account or shall thereafter be received with respect to the Whole
Loan, and shall promptly provide the Terminating Party or such successor Servicer or Special Servicer, as applicable (which may
include the Trustee), all documents and records reasonably requested by it, such documents and records to be provided in such form
as the Terminating Party or such successor Servicer or the Special Servicer, as applicable, shall reasonably request (including
electromagnetic form), to enable it to assume the function of the Servicer or Special Servicer, as applicable, hereunder. All reasonable
costs and expenses of the Terminating Party or the successor Servicer or Special Servicer, as applicable, incurred in connection
with transferring the Mortgage File to the Terminating Party or to the successor Servicer or Special Servicer, as applicable, and
amending


 



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this Agreement to reflect such succession pursuant to this Section 7.1 shall be paid by the Terminated Party upon
presentation of reasonable documentation of such costs and expenses. If the Terminated Party has not reimbursed the Terminating
Party or such successor Servicer or Special Servicer, as applicable, for such expenses within 90 days after the presentation of
reasonable documentation, such expense shall be reimbursed by the Trust pursuant to Section 3.4(c); provided that
the Terminated Party shall not thereby be relieved of its liability for such expenses. Notwithstanding the foregoing, in the event
the Special Servicer is terminated without cause pursuant to Section 6.4, all costs and expenses incurred or payable by
the terminated Special Servicer under this Section 7.1 shall be paid by the Trust Fund.


 


(f)           Notwithstanding
anything herein to the contrary, the Depositor shall have the right, but not the obligation, to notify the Trustee of any Servicer
Termination Event or Special Servicer Termination Event of which the Depositor becomes aware. In no event shall the Trustee or
the Certificate Administrator be deemed to have knowledge of or be aware of any Servicer Termination Event or Special Servicer
Termination Event until a Responsible Officer of the Trustee or the Certificate Administrator, as applicable has received written
notice thereof or has actual knowledge thereof.


 


Section 7.2.     Trustee
to Act; Appointment of Successor.  (a) On and after the time the Servicer or Special Servicer, as the case may be,
receives a notice of termination pursuant to Section 7.1, or resigns pursuant to Section 6.6(b), the Terminating
Party (which term shall include, for the purposes of the remainder of this Section 7.2, the Trustee (or a successor Servicer
or Special Servicer including a successor appointed under Section 6.4(a)) in connection with a resignation of the Servicer
or the Special Servicer under Section 6.6(b)) shall, unless prohibited by law, be the successor to the Terminated Party
(which term shall include, for the purposes of the remainder of this Section 7.2, the resigning party in connection with
a resignation of the Servicer of the Special Servicer under Section 6.6(b)) in all respects under this Agreement and the
transactions set forth or provided for herein and, except as provided herein, shall be subject to all the responsibilities, duties,
limitations on liability and liabilities relating thereto and arising thereafter placed on the Terminated Party by the terms and
provisions hereof; provided, however, that (i) neither the Trustee nor the Terminating Party (or any successor Servicer
or Special Servicer, as the case may be) shall have responsibilities, duties, liabilities or obligations with respect to any act
or omission of the Terminated Party and (ii) any failure to perform, or delay in performing, such duties or responsibilities caused
by the Terminated Party’s failure to provide, or delay in providing, records, tapes, disks, information or monies or failure
to cooperate as required by this Agreement shall not be considered a default by the Terminating Party or such successor hereunder.
The Trustee, as successor Servicer, and any other successor Servicer or Special Servicer, as the case may be, shall be indemnified
to the full extent provided to the Trustee under this Agreement. The appointment of a successor Servicer or Special Servicer,
as the case may be, shall not affect any liability of the Terminated Party that may have arisen prior to its termination as such.
The Terminating Party shall not be liable for any of the representations and warranties of the Terminated Party herein or in any
related document or agreement, for any acts or omissions of the Terminated Party or for any losses incurred in respect of any
Permitted Investment by the Terminated Party nor shall the Terminating Party or any successor Servicer or Special Servicer be
required to purchase the Whole Loan hereunder. As compensation therefor, the Terminating Party as successor Servicer or Special
Servicer, as the case may be, shall be entitled to all compensation with respect to the Whole Loan to which the


 



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Terminated Party would have been entitled that accrues after the date of the Terminating Party’s
succession to which the Terminated Party would have been entitled if it had continued to act hereunder and, in the case of a successor
Special Servicer, the Special Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or
shall, if it is unable to so act, or if the Holders of Certificates having greater than 25% of the aggregate Voting Rights of all
then outstanding Certificates so request in writing to the Trustee, or the Trustee is not approved by the Rating Agency as a Servicer
or Special Servicer, as the case may be, as evidenced by a Rating Agency Confirmation, or if the Rating Agency does not provide
written confirmation that the succession of the Trustee as Servicer or Special Servicer, as the case may be, will not cause a downgrade,
qualification or withdrawal of the then current ratings of the Certificates, promptly appoint, or petition a court of competent
jurisdiction to appoint, any established loan servicing institution reasonably satisfactory to the Trustee the appointment for
which a Rating Agency Confirmation is obtained, as the successor to the Servicer or Special Servicer, as applicable, hereunder
in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer or Special Servicer, as applicable,
hereunder; provided that so long as no Control Termination Event is continuing, the Controlling Class Representative shall
have the right to approve any such successor Special Servicer. No appointment of a successor to a Terminated Party hereunder shall
be effective until the assumption by such successor of all the Terminated Party’s responsibilities, duties and liabilities
hereunder. Pending appointment of a successor to a Terminated Party hereunder, unless the Trustee shall be prohibited by law from
so acting, the Trustee shall act in the applicable capacity as herein above provided. In connection with such appointment and assumption
described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on the Whole Loan
as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted
to the Terminated Party hereunder, except that if no successor to the Terminated Party can be obtained to perform the obligations
of such Terminated Party hereunder, additional amounts shall be paid to such successor and such amounts in excess of that permitted
to the Terminated Party shall be paid pursuant to Section 3.4(c); provided, further; that, so long as no Control
Termination Event or Consultation Termination Event is in effect, the Trustee shall consult with the Controlling Class Representative
(on a non-binding basis) prior to the appointment of a successor to the Terminated Party at amounts in excess of that permitted
to the Terminated Party as set forth in the immediately preceding proviso. The Depositor, the Certificate Administrator, the Trustee,
the Servicer (as applicable), the Special Servicer (as applicable) and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession.


 


(b)           Notwithstanding
Section 7.1(c), Section 7.1(e) or Section 7.2(a), if a Servicer receives a notice of termination solely due
to a Servicer Termination Event under Section 7.1(vii), (viii) or (ix) and the terminated Servicer provides
the Trustee with the appropriate “request for proposal” materials within five (5) Business Days after such termination,
then such Servicer shall continue to serve as Servicer, and the Trustee shall promptly thereafter (using such “request for
proposal” materials provided by the terminated Servicer) solicit good faith bids for the rights to master service the Whole
Loan from at least three (3) Persons qualified to act as successor Servicer hereunder in accordance with Section 7.2 for
which the Trustee has received Rating Agency Confirmation (any such Person so qualified, a “Qualified Bidder”)
or, if three (3) Qualified Bidders cannot be located, then from as many Persons as are Qualified Bidders; provided, however, that
(i) the terminated Servicer shall supply


 



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the Trustee with the names of Persons who are Qualified Bidders (subject to receipt of
Rating Agency Confirmation) from whom to solicit such bids; and (ii) the Trustee shall not be responsible if less than three (3)
or no Qualified Bidders submit bids for the right to master service the Trust Loan under this Agreement. The bid proposal shall
require any Successful Bidder (as defined below), as a condition of such bid, to enter into this Agreement as successor Servicer
with respect to the Whole Loan, and to agree to be bound by the terms hereof, within forty-five (45) days after the receipt by
the terminated Servicer of a notice of termination. The Trustee shall solicit bids (i) on the basis of such successor Servicer
entering into a Sub-Servicing Agreement with the terminated Servicer to service the Whole Loan at a sub-servicing fee rate per
annum equal to 0.0025% (each, a “Servicing-Retained Bid”) and (ii) on the basis of having no obligation to enter
into a Sub-Servicing Agreement with the terminated Servicer (each, a “Servicing-Released Bid”). The Trustee
shall select the Qualified Bidder with the highest cash Servicing-Retained Bid (or, if none, the highest cash Servicing Released
Bid) (the “Successful Bidder”) to act as successor Servicer hereunder. The Trustee shall request the Successful
Bidder to enter into this Agreement as successor Servicer pursuant to the terms hereof (and, if the successful bid was a Servicing-Retained
Bid, to enter into a Sub-Servicing Agreement with the terminated Servicer as contemplated above), no later than forty-five (45)
days after the termination of the terminated Servicer. Upon the assignment and acceptance of the servicing rights hereunder to
and by the Successful Bidder, the Trustee shall remit or cause to be remitted to the terminated Servicer the amount of such cash
bid received from the Successful Bidder (net of reasonable “out of pocket” expenses incurred by the Trustee in connection
with obtaining such bid and transferring servicing).


 


Section 7.3.     Notification
to Certificateholders, the Depositor and the Rating Agency.   


 


(a)           Upon
any termination of the Servicer or the Special Servicer, as the case may be, pursuant to Section 7.1 or appointment of a
successor to the Servicer or Special Servicer, as the case may be, the Certificate Administrator shall, as soon as practicable,
give written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register and to the
Depositor and, subject to Section 10.17, to the 17g-5 Information Provider (who shall promptly post it to the 17g-5 Information
Provider’s Website, pursuant to Section 10.16).


 


(b)           Within
30 days after the occurrence of any Servicer Termination Event or Special Servicer Termination Event of which a Responsible Officer
of the Certificate Administrator has actual knowledge, the Certificate Administrator shall transmit by mail to all Holders of Certificates
and to the Depositor and, subject to Section 10.17, the 17g-5 Information Provider (who shall promptly post it to the 17g-5
Information Provider’s Website, pursuant to Section 10.16) notice of such Servicer Termination Event or Special Servicer
Termination Event, as the case may be, unless such Servicer Termination Event or Special Servicer Termination Event or shall have
been cured or waived.


 


Section 7.4.     Other
Remedies of Trustee.   During the continuance of any Servicer Termination Event or Special Servicer Termination
Event, as the case may be, or so long as such Servicer Termination Event or Special Servicer Termination Event shall not have
been remedied, the Trustee, in addition to the rights specified in Section 7.1, shall have the right,


 



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in its own name as
trustee of an express trust, to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights
and remedies and to protect the interests, and enforce the rights and remedies, of the Certificateholders and the Companion Loan
Holders (including the institution and prosecution of all judicial, administrative and other proceedings and the filing of proofs
of claim and debt in connection therewith). In such event, the legal fees, expenses and costs of such action and any liability
resulting therefrom shall be expenses, costs and liabilities of the Trust, and the Trustee shall be entitled to be reimbursed
therefor pursuant to Section 3.4(c) from the Collection Account. Except as otherwise expressly provided in this Agreement,
no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative
and in addition to any other remedy and no delay or omission to exercise any right or remedy shall impair any such right or remedy
or shall be deemed to be a waiver of any Servicer Termination Event or Special Servicer Termination Event.


 


Section 7.5.     Waiver
of Past Servicer Termination Events and Special Servicer Termination Events.  The Holders of Certificates evidencing not less than 66-2/3% of the aggregate Voting Rights of all then-outstanding Certificates
and each affected Companion Loan Holder may, on behalf of all Certificateholders and upon adequate indemnification of the Trustee
by the requesting Holders of Certificates, waive any default by the Servicer or the Special Servicer in the performance of its
obligations hereunder and its consequences, except a default in making any required deposits (including Monthly Payment Advances)
to or payments from the Collection Account, the Distribution Account or the Foreclosed Property Account or in remitting payments
as received, in each case in accordance with this Agreement. Upon any such waiver of a past default, such default shall cease
to exist, and the related Servicer Termination Event or Special Servicer Termination Event arising therefrom shall be deemed to
have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair
any right related thereto.


 


Section 7.6.     Trustee
as Maker of Advances.  In the event that the Servicer fails to fulfill its obligations hereunder to make any required
Advances, the Trustee shall perform such obligations (w) within five Business Days (or such shorter period (but not less than
one Business Day) as may be required, if applicable, to avoid any lapse in insurance coverage required under the Loan Documents
or this Agreement with respect to the Property or to avoid any foreclosure or similar action with respect to the Property by reason
of failure to pay real estate taxes, assessments or governmental charges) of a Responsible Officer of the Trustee obtaining knowledge
of such failure by the Servicer or the Special Servicer with respect to Property Protection Advances and Administrative Advances
and (x) by 12:00 noon New York time on the related Distribution Date with respect to Monthly Payment Advances. With respect to
any such Advance made by the Trustee, the Trustee shall succeed to all of the Servicer’s and/or the Special Servicer’s
rights, as applicable, with respect to Advances hereunder, including, without limitation, the rights of reimbursement and interest
on each Advance at the Advance Rate, and rights to determine that a proposed Advance is a Nonrecoverable Advance (without regard
to any impairment of any such rights of reimbursement caused by such Servicer’s and/or the Special Servicer’s default
in its obligations hereunder and further subject to the Trustee’s standard of good faith judgment); provided, however,
that if Advances made by the Trustee, the Servicer and/or the Special 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


 



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Trustee until such Advances shall have been repaid in full, together with
all interest accrued thereon, prior to reimbursement of the Servicer and/or the Special Servicer, as applicable, for such Advances
and interest accrued thereon. The Trustee shall be entitled to conclusively rely on any notice given by the Servicer and/or the
Special Servicer, as applicable, with respect to a Nonrecoverable Advance hereunder. The Trustee shall notify the master servicer
and trustee with respect to each Other Securitization Trust of the amount of any Monthly Payment Advance made by it pursuant to
this Section 7.6 within two (2) Business Days of making such advance.


 


Article
8



THE TRUSTEE, CUSTODIAN AND CERTIFICATE ADMINISTRATOR


 


Section 8.1.     Duties
of the Trustee, the Custodian and the Certificate Administrator.

(a) Each of the Trustee, the Custodian and the Certificate Administrator, and with respect to the Trustee prior to the occurrence
of a Servicer Termination Event or Special Servicer Termination Event, as the case may be, and after the curing or waiver of any
Servicer Termination Event or Special Servicer Termination Event that may have occurred, undertakes with respect to the Trust
Fund to perform such duties and only such duties as are specifically set forth in this Agreement. Neither the Depositor nor the
Servicer nor the Special Servicer shall be obligated to monitor or supervise the performance by the Trustee, the Custodian or
the Certificate Administrator of its duties hereunder. In case a Servicer Termination Event or Special Servicer Termination Event
has occurred (which has not been cured or waived), the Trustee, subject to the provisions of Section 7.3, shall exercise
such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in their exercise,
as a prudent institution would exercise or use under the circumstances in the conduct of such institution’s own affairs.
Any permissive right of the Trustee, the Custodian or the Certificate Administrator set forth in this Agreement shall not be construed
as a duty. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights
of a holder of the Whole Loan on behalf of the Certificateholders and the Companion Loan Holders (or, if a Companion Loan Holder
is an Other Securitization Trust, the related Other Depositor or Other Trustee), subject to the terms of the Loan Documents and
the Co-Lender Agreement.


 


(b)           Subject
to Sections 8.2(a) and 8.3, each of the Trustee, the Custodian and the Certificate Administrator, upon receipt of
all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee,
the Custodian or the Certificate Administrator that are specifically required to be furnished to such Person pursuant to any provision
of this Agreement, shall examine, or cause to be examined, such instruments to determine whether they conform to the requirements
of this Agreement to the extent specifically set forth herein. If any such instrument is found on its face not to conform to the
requirements of this Agreement in a material manner, the Trustee, the Custodian or the Certificate Administrator, as applicable,
shall make a request to the Depositor to have the instrument corrected, and if the instrument is not corrected to the Trustee’s
or the Certificate Administrator’s reasonable satisfaction, the Trustee or the Certificate Administrator shall provide notice
thereof to the Certificateholders. None of the Trustee, the Custodian or the Certificate Administrator shall be responsible for
the accuracy or content of any resolution, certificate, statement, opinion, report,


 



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document, order or other instrument furnished
by the Depositor, the Servicer, or the Special Servicer and accepted by the Trustee or the Certificate Administrator, as the case
may be, in good faith, pursuant to this Agreement.


 


(c)           Subject
to Section 8.3, no provision of this Agreement shall be construed to relieve the Trustee, the Custodian or the Certificate
Administrator from liability for its own negligent action, its own negligent failure to act, its own willful misconduct or bad
faith, provided, however, that:


 


(i)            the
Trustee’s, the Certificate Administrator’s and the Custodian’s duties and obligations shall be determined solely
by the express provisions of this Agreement, the Trustee, the Custodian and the Certificate Administrator shall not be liable except
for the performance of such duties and obligations as are specifically set forth in regard to such party in this Agreement, no
implied covenants or obligations shall be read into this Agreement against the Trustee, the Custodian or the Certificate Administrator
and each of the Trustee, the Custodian and the Certificate Administrator may request and 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,
the Custodian and/or the Certificate Administrator (including those provided pursuant to Section 10.1) and conforming to
the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by the
proper authorities respecting any matters arising hereunder;


 


(ii)           the
Trustee, the Custodian and the Certificate Administrator shall not be liable for an error of judgment made in good faith by a Responsible
Officer of the Trustee, the Custodian or the Certificate Administrator, unless it shall be proved that the Trustee, the Custodian
or the Certificate Administrator such Responsible Officer, as applicable, was negligent in ascertaining the pertinent facts;


 


(iii)          the
Trustee, the Custodian and the Certificate Administrator shall not be liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in
the aggregate, not less than 25% of the Voting Rights of the Certificates, relating to the time, method and place of conducting
any proceeding for any remedy available to the Trustee, the Custodian or the Certificate Administrator, or exercising any trust
or power conferred upon the Trustee or the Certificate Administrator, under this Agreement;


 


(iv)          for
all purposes under this Agreement, the Trustee, the Custodian and the Certificate Administrator shall not be charged with knowledge
of any failure by the Servicer or the Special Servicer to comply with any of their respective obligations referred to in Section
7.1 or any other act, breach or failure of any Person, or circumstance upon the occurrence of which the Trustee, the Custodian
or the Certificate Administrator, as applicable, may be required to take action unless a Responsible Officer of the Trustee or
the Certificate Administrator, as applicable, obtains actual knowledge of such failure, act or circumstance or the Trustee or the
Certificate Administrator, as applicable, receives written notice, pursuant to Section 10.4, of such failure from the


 



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Servicer,
the Special Servicer, the Depositor, the Loan Borrower or Holders of the Certificates evidencing, in the aggregate, not less than
25% of the Voting Rights of the Certificates.


 


(v)           subject
to the other provisions of this Agreement and without limiting the generality of Sections 8.1 and 8.2, none of the
Certificate Administrator, the Custodian or the Trustee shall have no duty except, in the case of the Trustee, in its capacity
as a successor Servicer or successor Special Servicer (A) to see to any recording, filing or depositing of this Agreement or any
agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to
the maintenance of any such recording or filing or depositing or to any re-recording, re-filing or redepositing thereof (except
as set forth in Section 2.1(b)), (B) to see to any insurance, and (C) to confirm or verify the contents of any reports or
certificates of the Servicer or the Special Servicer delivered to the Trustee or the Certificate Administrator pursuant to this
Agreement reasonably believed by the Trustee or the Certificate Administrator to be genuine and to have been signed or presented
by the proper party or parties; and


 


(vi)          for
all purposes under this Agreement, the Trustee shall not be required to take any action with respect to, and none of the Certificate
Administrator, the Custodian or Trustee shall be deemed to have notice or knowledge of any Loan Event of Default, Servicer Termination
Event or Special Servicer Termination Event unless a Responsible Officer of the Trustee, the Custodian or the Certificate Administrator,
as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice
and such actual knowledge otherwise obtained, the Trustee, the Custodian and the Certificate Administrator may conclusively assume
that there is no Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event.


 


(d)           None
of the provisions contained in this Agreement shall in any event require the Trustee, the Custodian or the Certificate Administrator
to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder
or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) perform, or be responsible
for the manner of performance of, any of the obligations of the Servicer or the Special Servicer under this Agreement, except with
respect to the Trustee, during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties,
powers and privileges of, the Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding
anything contained herein, none of the Trustee, the Custodian or the Certificate Administrator shall be responsible or have liability
in connection with the duties assumed by the Authenticating Agent, and the Certificate Registrar hereunder, unless the Trustee,
the Custodian or the Certificate Administrator is acting in any such capacity hereunder; provided, further, that
in any such capacity the Trustee, the Custodian and the Certificate Administrator shall have all of the rights, protections and
indemnities provided to it as Trustee, the Custodian and the Certificate Administrator hereunder, as applicable.


 






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In no event shall the
Certificate Administrator, the Custodian or Trustee be liable for any failure or delay in the performance of its obligations hereunder
because of circumstances beyond the Certificate Administrator’s, the Custodian’s or Trustee’s control, including,
but not limited to force majeure or acts of God.


 


Except as otherwise expressly
set forth in this Agreement, U.S. Bank National Association acting in any particular capacity hereunder will not be deemed to be
imputed with knowledge of (a) U.S. Bank National Association, acting in a capacity that is unrelated to the transactions contemplated
by this Agreement, or (b) U.S. 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 U.S. 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.


 


(e)            The
Servicer, the Special Servicer or the Trustee may at any time request from the Certificate Administrator written confirmation of
whether a Control Termination Event occurred during the previous calendar year and the Certificate Administrator shall deliver
such confirmation, based on information in its possession, to the requesting party within fifteen (15) days of such request.


 


(f)            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 (or successor provisions)
to any Trust REMIC and (ii) to avoid payment by any Trust REMIC under Section 6226 (or successor provisions) of any tax, penalty,
interest or other amount imposed under the Code that would otherwise be imposed on any Holder of any Residual Ownership Interest
of any Trust REMIC, past or present. A Holder of any Residual Ownership Interest in any Trust REMIC agrees, by acquiring such interest,
to any such elections and to the Certificate Administrator’s acting as agent for any tax matters person or other representative
of a Trust REMIC that can be designated under the Code.


 


(g)           Knowledge
by the Trustee, the Custodian or the Certificate Administrator in one capacity shall not be deemed knowledge in any other capacity.


 


Section 8.2.     Certain
Matters Affecting the Trustee, the Custodian and the Certificate Administrator. (a) Except as otherwise provided
in Section 8.1:


 


(i)            each
of the Trustee, the Custodian and the Certificate Administrator may request and rely upon and shall be protected in acting or refraining
from acting upon any resolution, Officer’s Certificate, Opinion of Counsel, auditor’s certificate or any other certificate,
statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document believed by
it to be genuine and to have been signed or presented by the proper party or parties and the Trustee, the Certificate Administrator
or the Custodian, as applicable, shall not have any responsibility to ascertain or confirm the genuineness of any such party or
parties;


 






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(ii)           each
of the Trustee, the Custodian and the Certificate Administrator may consult with any nationally recognized 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 with such Opinion of Counsel;


 


(iii)           (A)
none of the Trustee, the Custodian or the Certificate Administrator shall be under any obligation to exercise any of the trusts
or powers vested in it by this Agreement 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, the Custodian or the Certificate Administrator security or indemnity reasonably satisfactory
to it against the costs, losses, expenses and liabilities, including reasonable legal fees, which may be incurred therein or thereby;
provided, however, that nothing contained herein shall relieve the Trustee of the obligation, upon the occurrence
of a Servicer Termination Event or Special Servicer Termination Event, as the case may be (which has not been cured or waived),
to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their
exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; and
(B) the right of the Trustee, the Custodian and the Certificate Administrator to perform any discretionary act enumerated in this
Agreement shall not be construed as a duty, and such party shall not be answerable for other than its negligence or willful misconduct
in the performance of any such act;


 


(iv)          none
of the Trustee, the Custodian, the Certificate Administrator or any of their respective Controlling Persons shall be liable for
any action reasonably taken, suffered or omitted by it in good faith and reasonably 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 or Special Servicer Termination Event hereunder of which a Responsible Officer
of the Trustee, the Certificate Administrator and the Custodian has actual knowledge and after the curing or waiver of such Servicer
Termination Event or Special Servicer Termination Event that may have occurred, the Trustee shall not be bound to ascertain or
inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein (except as specifically
required by this Agreement) or 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
so to do by Holders of Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the outstanding Certificates;
provided, however, that if the payment within a reasonable time to such party of the costs, expenses or liabilities
likely to be incurred by any such party in the making of such investigation is, in the opinion of such party, not reasonably assured
to such party by the security afforded to it by the terms of this Agreement, such party may require indemnity satisfactory to it
against such costs, expenses or liabilities as a condition to taking any such action. The reasonable expense of every such investigation
shall be paid by the Trust pursuant to Section 3.4(c) in the event that such investigation relates to a Servicer


 



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Termination
Event or Special Servicer Termination Event, if such an event shall have occurred and is continuing, and otherwise by the Certificateholders
requesting the investigation;


 


(vi)          each
of the Trustee, the Custodian and the Certificate Administrator may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents, nominees, custodians or attorneys selected by it with due care;


 


(vii)         neither
the Trustee nor the Certificate Administrator shall be required to post any kind of bond or surety in connection with the execution
and performance of its duties hereunder, and in no event shall the Trustee or the Certificate Administrator be liable for punitive,
special, 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, as applicable, has been advised of the likelihood of such loss or damage; and


 


(viii)        notwithstanding
anything to the contrary herein, any and all communications (both text and attachments, excluding any notice to the Servicer or
the Special Servicer under Section 7.1(b)) by or from the Trustee, the Certificate Administrator or the Custodian, as the
case may be, in any of its capacities, that it in its sole discretion deems to contain confidential, proprietary, and/or sensitive
information and sent by electronic mail will be encrypted. The recipient of the email communication shall be required to complete
a one-time registration process. Information and assistance on registering and using the email encryption technology can be found
at the Certificate Administrator’s Website or by calling the Certificate Administrator’s customer support desk at (866)
252-4360;


 


(ix)           the
Certificate Administrator and its Affiliates are permitted to receive additional compensation that could be deemed to be in the
Certificate Administrator’s economic self-interest for (i) serving as investment advisor, administrator, shareholder, servicing
agent, custodian or sub-custodian with respect to certain Permitted Investments, (ii) using affiliates to effect transactions in
certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation shall not be
an amount that is reimbursable or payable by the Trust or any other party pursuant to this Agreement.


 


(x)            nothing
herein shall require the Trustee, the Custodian or the Certificate Administrator to act in any manner that is contrary to applicable
law; and


 


(xi)           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.


 


(b)           Following
the Closing Date, neither the Trustee nor the Certificate Administrator shall accept any contribution of assets to the Trust Fund
not specifically contemplated by this Agreement.


 






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(c)           All
rights or actions under this Agreement or under any of the Certificates, enforceable by the Trustee, the Custodian or the Certificate
Administrator may be enforced by such party without the possession of any of the Certificates, or the production thereof at the
trial or other proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee, the Custodian or
the Certificate Administrator, as applicable, shall be brought in its name for the benefit of all the Holders of such Certificates,
subject to the provisions of this Agreement.


 


(d)           In
order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,
including those relating to the funding of terrorist activities and money laundering (“Applicable Laws”), the
Trustee, the Custodian and the Certificate Administrator are required to obtain, verify and record certain information relating
to individuals and entities which maintain a business relationship with the Trustee, the Custodian or the Certificate Administrator,
as applicable. Accordingly, each of the parties agrees to provide to the Trustee, the Custodian and the Certificate Administrator,
upon its request from time to time such identifying information (including, without limitation, such party’s name, physical
address, tax identification number, organizational documents, certificate of good standing (or an equivalent), and license to do
business) and such other documentation as may be available for such party in order to enable the Trustee, the Custodian and the
Certificate Administrator to comply with Applicable Laws.


 


(e)            The
rights, privileges, protections, exculpations, immunities, benefits and indemnities afforded to the Trustee and the Certificate
Administrator hereunder (including but not limited to its right to be indemnified) are extended to, and shall be enforceable by,
the Trustee or the Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including, without
limitation, as Custodian, Certificate Registrar and Authenticating Agent) as if they were each expressly set forth herein for the
benefit of the Trustee or the Certificate Administrator, as applicable, in each such capacity mutatis mutandis. For the
avoidance of doubt, the Trustee and the Certificate Administrator shall be entitled to all of the rights, protections, immunities
and indemnities afforded to it hereunder.


 


(f)            To
the extent of any ambiguity in the interpretation of any definition, provision or term contained in this Agreement or to the extent
that more than one methodology can be used to make any of the determinations or calculations set forth herein, the Trustee and
Certificate Administrator, as the case may be, may request written direction from the Depositor (and the Depositor may, but is
not obligated to, provide such written direction) as to the interpretation and/or methodology to be used, and the Trustee and Certificate
Administrator, as applicable, shall be entitled to conclusively rely on any such direction provided by the Depositor without responsibility
or liability therefore.


 


Section 8.3.     None
of the Trustee, the Custodian or the Certificate Administrator is Liable for Certificates or the Trust Loan.    The
recitals contained herein and in the Certificates (other than the signature and authentication of the Certificate Administrator
on the Certificates) shall not be taken as the statements of the Certificate Administrator, the Custodian or the Trustee and the
Trustee, the Custodian and the Certificate Administrator assume no responsibility for their correctness. The Certificate Administrator,
the Custodian and the Trustee make no representations as to the validity or sufficiency of this Agreement, the Certificates or
of the Trust


 



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Loan
or related documents except as expressly set forth herein. The Certificate Administrator, the Custodian and the Trustee shall not
be liable for any action or failure to take any action by the Depositor, the Servicer, the Special Servicer or the Operating Advisor
hereunder or any action or failure to take any action by the Sponsor under the Loan Purchase Agreement, including, without limitation,
in connection with (i) any failure of the Sponsor to properly prepare each Assignment of the Mortgage, assignment of the Collateral
Security Document and UCC-3 financing statements pursuant to the Loan Purchase Agreement or (ii) the any failure of the Special
Servicer or any sub-servicer, agent of or counsel to the Special Servicer to conduct a Foreclosure in accordance with the terms
of this Agreement and applicable law, and none of the Trustee, the Custodian or the Certificate Administrator shall be required
to take any action in connection with any of the foregoing matters referred to in clauses (i) and (ii) above (except to the extent
otherwise expressly required pursuant to this Agreement). The Certificate Administrator, the Custodian and the Trustee shall not
at any time have any responsibility or liability for or with respect to the legality, ownership, title, validity or enforceability
of the Mortgages or Collateral Security Documents or the Whole Loan, or the perfection, sufficiency and priority of the Mortgages
or Collateral Security Documents or the maintenance of any such perfection and priority, or for or with respect to the efficacy
of the Trust Fund or its ability to generate the payments to be distributed to Certificateholders under this Agreement, including,
without limitation, the existence, condition and ownership of the Property; the existence and enforceability of any hazard insurance
thereon; the validity of the assignment of the Trust Loan to the Trust; the performance or enforcement of the Trust Loan (other
than with respect to the Servicer or Special Servicer, if the Trustee shall assume the duties of the Servicer and/or Special Servicer,
respectively, pursuant to Section 7.2 and then only to the extent of the obligations of the Servicer or Special Servicer,
as applicable, hereunder); the compliance by the Depositor, the Loan Borrower, the Servicer or the Special Servicer with any warranty
or representation made under this Agreement or in any related document or the accuracy of any such warranty or representation made
under this Agreement or in any related document prior to the Trustee’s, the Custodian’s or the Certificate Administrator’s,
as applicable, receipt of notice or actual knowledge by a Responsible Officer of any noncompliance therewith or any breach thereof
and shall have no duty to investigate any such breach; any investment of monies by or at the direction of the Servicer or the Special
Servicer or any loss resulting therefrom; the failure of the Servicer or the Special Servicer or any sub-servicer to act or perform
any duties required of it hereunder; or any action by the Certificate Administrator, the Custodian or the Trustee taken at the
direction of the Depositor, the Servicer or the Special Servicer (other than with respect to the Trustee if the Trustee shall assume
the duties of the Servicer or the Special Servicer, respectively); provided, however, that the foregoing shall not
relieve the Certificate Administrator, the Custodian or the Trustee of its obligation to perform its duties under this Agreement.
Except with respect to a claim based on either the Certificate Administrator’s, the Custodian’s or the Trustee’s
negligent action, negligent failure to act or willful misconduct (or such other standard of care as may be provided herein with
respect to any particular matter), no recourse shall be had for any claim based on any provisions of this Agreement, the Certificates,
the Mortgages, the Property, the Collateral Security Documents or the Trust Loan or assignment thereof against the Certificate
Administrator, the Custodian or the Trustee in its respective individual capacity, and none of the Certificate Administrator, the
Custodian nor the Trustee shall have any personal obligation, liability or duty whatsoever to any Certificateholder or any other
Person with respect to any such claim, and any such claim shall be asserted solely against


 



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the Trust Fund or any indemnitor who
shall furnish indemnity as provided in this Agreement. None of the Certificate Administrator, the Custodian or the Trustee shall
have any responsibility for filing any financing or continuation statements in any public office at any time or to otherwise perfect
or maintain the perfection of any security interest or lien granted to it hereunder or to record this Agreement (unless, with respect
to the Trustee, the Trustee shall have become the successor Servicer or Special Servicer). Neither the Certificate Administrator
nor the Trustee shall be accountable for the use or application by the Depositor of any of the Certificates or of the proceeds
of such Certificates or for the use or application of any funds paid to the Servicer or the Special Servicer, as applicable, in
respect of the Trust Loan deposited into the Collection Account (except to the extent that the Collection Account or such other
account is held by the Certificate Administrator or the Trustee in its commercial capacity), or for investment of such amounts
(other than investments made with the Certificate Administrator or the Trustee in their commercial capacity).


 


The Trustee, the Custodian
and the Certificate Administrator, by reason of the action or inaction of its directors, officers, members, managers, partners,
employees or agents shall have no liability to the Trust, the Certificateholders or the Companion Loan Holders for any action taken
or for refraining from the taking of any action in good faith pursuant to this Agreement or for actions taken or not taken at the
direction of Certificateholders in accordance with this Agreement, or for errors in judgment or for the failure to act, if such
act is contrary to applicable law; provided, however, that this provision shall not protect the Trustee, the Certificate
Administrator, the Custodian or any such Person against any liability that would otherwise be imposed by reason of willful misconduct,
bad faith or negligence, in each case, as determined by a court of competent jurisdiction or as agreed to by the relevant parties,
of the Trustee, the Custodian, the Certificate Administrator or any such Person, as applicable. The Trustee, the Custodian, the
Certificate Administrator and any of its respective directors, officers, members, managers, partners, employees, Affiliates, agents
or Controlling Persons shall be indemnified by the Trust Fund pursuant to Section 3.4(c) out of amounts on deposit in the
Collection Account, and held harmless against any loss, liability, claim, demand or expense incurred in connection with or related
to the Trustee’s, the Custodian’s or the Certificate Administrator’s performance of its powers and duties under
this Agreement (including, without limitation, performance under Section 8.1 hereof), the Trust Loan, the Property or the
Certificates; provided, however, that this provision shall not protect the Trustee, the Custodian, the Certificate
Administrator or any such Person against any breach of its representations or warranties made in this Agreement or any liability
which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence, in each case, as determined by a court
of competent jurisdiction or as agreed to by the relevant parties, of the Trustee, the Custodian, the Certificate Administrator
or any such Person, as applicable. The indemnification provided hereunder shall survive the resignation or removal of the Trustee,
the Custodian or the Certificate Administrator and the termination of this Agreement. Anything herein to the contrary notwithstanding,
the Trustee shall be responsible for its acts or failure to act as Servicer and/or Special Servicer during the time the Trustee
is serving as such pursuant and subject to the terms of this Agreement.


 


Section 8.4.     Trustee
and Certificate Administrator May Own Certificates.  The Trustee and the Certificate Administrator in their individual
or any other capacity may become


 



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the owner or pledgee of Certificates with the same rights, powers, and privileges as it would
have if they were not the Trustee or the Certificate Administrator.


 


Section 8.5.     Trustee’s,
Custodian’s and Certificate Administrator’s Fees and Expenses.  The Trustee and the Certificate Administrator
shall be entitled to the Trustee Fee and the Certificate Administrator Fee (excluding the portion of the Certificate Administrator
Fee that represents the Trustee Fee, which is payable to the Trustee), respectively payable pursuant to Section 3.4(c).
The Certificate Administrator 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 Certificate Administrator’s and the Trustee’s sole form of compensation
for all services rendered by each entity in the execution of the trust hereby created and in the exercise and performance of any
of the powers and duties of the Certificate Administrator and the Trustee hereunder. No Trustee Fee or Certificate Administrator
Fee shall be payable with respect to the Companion Loan. The Trustee, the Custodian and the Certificate Administrator shall be
entitled to be reimbursed for all reasonable expenses and disbursements incurred or made by the Trustee, the Custodian or the
Certificate Administrator, as applicable, in accordance with any of the provisions of this Agreement (including the fees and expenses
of its counsel and of all Persons not regularly in its employ), provided such cost would qualify as an “unanticipated
expense incurred by the REMIC” within the meaning of the REMIC Provisions, except any such expense, disbursement or advance
as may arise from its negligence, willful misconduct or bad faith or which is expressly the responsibility of a Certificateholder
or Certificateholders hereunder, all of which reimbursements to be paid from amounts deposited into the Collection Account pursuant
to Section 3.4(c); provided, however, that none of the Trustee, the Custodian or the Certificate Administrator
shall refuse to perform any of their obligations hereunder solely as a result of the failure to be paid any fees and expenses
so long as (a) payment of such fees and expenses are reasonably assured to it or (b) to the extent that the Trustee’s obligation
hereunder is expressly contingent upon receipt of an indemnity from the Certificateholder, that it has received such indemnity.
The Trustee, the Custodian and the Certificate Administrator shall provide the Servicer with an invoice, on or prior to each Payment
Date, setting forth the actual expenses incurred in connection with the performance of its duties hereunder for which it seeks
payment or reimbursement. Notwithstanding any other provision of this Agreement, neither the Trustee nor the Certificate Administrator
shall be entitled to reimbursement from the Trust for an expense incurred under this Agreement in connection with the performance
of its ordinary and regularly recurring duties hereunder unless such reimbursement is expressly provided for herein or otherwise
permitted hereunder.


 


Section 8.6.     Eligibility
Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance.   (a) Each
of the Trustee and the Certificate Administrator hereunder shall at all times:


 


(i)            be
a corporation, association or 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;


 


(ii)            have
a combined capital and surplus of at least $50,000,000;


 






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(iii)           have
a rating on its unsecured long-term debt of at least “A-” by S&P or otherwise acceptable to S&P as confirmed
by receipt of a Rating Agency Confirmation;


 


(iv)          be
subject to supervision or examination by federal or state authority; and


 


(v)           in
the case of the Trustee, shall not be an Affiliate of the Servicer or the Special Servicer (except during any period when the Trustee
has assumed the duties of the Servicer and/or Special Servicer pursuant to Section 7.2).


 


If a corporation, association
or trust company publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising
or examining authority, then for purposes of this Section 8.6 the combined capital and surplus of such entity shall be deemed
to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the
place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state
or local jurisdiction that imposes a tax on the Trust, the Trustee or the Certificate Administrator, as applicable, shall elect
either to (i) resign immediately in the manner and with the effect specified in Section 8.7, (ii) pay such tax from its
own funds and continue as Trustee or the Certificate Administrator, as applicable, or (iii) administer the Trust Fund from a state
and local jurisdiction that does not impose such a tax. In case at any time the Trustee or the Certificate Administrator, as applicable,
shall cease to be eligible in accordance with the provisions of this Section 8.6, the Trustee or the Certificate Administrator,
as applicable, shall resign immediately in the manner and with the effect specified in Section 8.7.


 


(b)           The
Trustee and the Certificate Administrator shall each 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 covering the Trustee’s
or the Certificate Administrator’s, as applicable, directors, officers and employees acting on behalf of the Trustee or the
Certificate Administrator, as applicable, in connection with its activities under this Agreement. Such insurance policy shall protect
the Trustee and the Certificate Administrator, as applicable, against losses, forgery, theft, embezzlement, fraud, errors and omissions
of such covered persons. The amount of coverage shall be at least equal to the coverage that is required by applicable governmental
authorities having regulatory power over the Trustee or the Certificate Administrator, as applicable. In the event that any such
bond or policy ceases to be in effect, the Trustee or the Certificate Administrator, as applicable, shall obtain a comparable replacement
bond or policy. In lieu of the foregoing but subject to this Section 8.7(b), the Trustee and the Certificate Administrator
shall be entitled to self-insure with respect to such risks so long as the Trustee and the Certificate Administrator is rated at
least “A” by S&P (or, if not so rated, S&P has issued a Rating Agency Confirmation).


 


Section 8.7.     Resignation
and Removal of the Trustee or the Certificate Administrator.  Each of the Trustee and the Certificate Administrator
may at any time resign and be discharged from the trusts hereby created by (i) giving written notice of resignation to the Depositor,
the Loan Borrower, the Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Certificate Registrar
(if other than the Certificate Administrator), the Companion Loan Holders and subject to Section 10.16 and Section 10.17,
and the 17g-5 Information Provider (who shall promptly post such written notice to the 17g-5 Information


 



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Provider’s Website,
pursuant to Section 10.16) and by mailing notice of resignation by first class mail, postage prepaid, to the Certificateholders
at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice when,
subject to Section 8.8, such resignation is to take effect, and (ii) acceptance by a successor Trustee or successor Certificate
Administrator appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section
8.6. Upon such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator,
as applicable. If no successor Trustee or Certificate Administrator shall have been so appointed and shall have accepted appointment
within 30 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable,
may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable,
and such expense shall be a Trust Fund Expense.


 


If at any time any of
the following occur: (x) the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions
of Section 8.6 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s
resignation by the Depositor, the Servicer or the Special Servicer, as applicable; (y) the Trustee or the Certificate Administrator
shall materially default in the performance of its obligations under this Agreement; or (z) if at any time the Trustee or the Certificate
Administrator shall become incapable of action, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the
Certificate Administrator or of either of their 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
then, in any such case, (1) the Depositor may remove upon 30 days’ written notice the Trustee or the Certificate Administrator,
as applicable, and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument, in duplicate,
executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate
Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable, or
(2) any Certificateholder who has been a bona fide Certificateholder for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee or the Certificate Administrator
and the appointment of a successor Trustee or Certificate Administrator, as applicable. Such court may thereupon, after such notice,
if any, as it may deem proper and prescribe, remove the Trustee or Certificate Administrator, as applicable, which removal and
appointment shall become effective upon acceptance of appointment by the successor Trustee or Certificate Administrator, as applicable,
as provided in Section 8.8. The successor Trustee or Certificate Administrator, as applicable, so appointed by such court
shall immediately and without further act be superseded by any successor Trustee or Certificate Administrator, as applicable, appointed
by the Certificateholders as provided below within one year from the date of appointment by such court. Holders of Certificates
evidencing, in the aggregate, not less than a majority of the Voting Rights of the outstanding Certificates, may at any time upon
thirty (30) days’ notice to the Trustee or the Certificate Administrator, as applicable, remove the Trustee or the Certificate
Administrator, as applicable, and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument
or instruments, in triplicate, signed by such Holders or their attorney-in-fact duly authorized, one complete set of which instrument
or instruments shall be delivered to the Depositor (with a copy to the Servicer and Special Servicer and the Loan Borrower), one
complete set to the Operating


 



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Advisor, one complete set to the Trustee or the Certificate Administrator, as applicable, so removed
and one complete set to the successor(s) so appointed; provided that such Certificateholders shall pay all the reasonable
costs and expenses of the Certificate Administrator or Trustee, as applicable, necessary to effect the transfer of the rights and
obligations of the Certificate Administrator or Trustee, as applicable, to a successor. Subject to Section 10.17, notice
of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or the Certificate
Administrator shall be given to the Companion Loan Holders and the 17g-5 Information Provider (who shall promptly post such written
notice to the 17g-5 Information Provider’s Website, pursuant to Section 10.16) by the successor Trustee or the Certificate
Administrator, as applicable. No removal of the Trustee or the Certificate Administrator shall be effective until all reasonable
fees, costs, expenses and Advances (including interest thereon) have been paid to the Trustee or Certificate Administrator, as
applicable, in full.


 


Any resignation or removal
of the Trustee or Certificate Administrator shall not become effective until acceptance of the appointment by the successor Trustee
or Certificate Administrator, as applicable, as provided in Section 8.8.


 


In the event of any resignation
or removal of the Trustee or the Certificate Administrator under this Agreement, such resignation or removal shall be effective
with respect to each of such party’s other capacities hereunder (including, without limitation, such party’s capacities
as Trustee, Certificate Administrator, Custodian and Certificate Registrar, as the case may be).


 


Section 8.8.     Successor
Trustee or Successor Certificate Administrator.  Any successor Trustee or Certificate Administrator appointed as
provided in Section 8.7 shall execute, acknowledge and deliver to the Depositor, the Servicer, the Special Servicer and
to its predecessor trustee or certificate administrator an instrument (i) accepting such appointment hereunder and (ii) making
the representations and warranties of the Trustee or the Certificate Administrator, as applicable, as provided in Section 2.3
and Section 2.7, respectively, and thereupon the resignation or removal of the predecessor trustee or certificate administrator
shall become effective and such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as trustee or certificate administrator herein. The predecessor Certificate Administrator shall
deliver or cause to be delivered to the successor Certificate Administrator, as applicable, the Mortgage File and related documents
and statements held by it hereunder, and the Depositor, the Servicer, the Special Servicer and the predecessor trustee or certificate
administrator shall execute and deliver such instruments and do such other things as may reasonably be required for more fully
and certainly vesting and confirming in the successor Trustee or Certificate Administrator all such rights, powers, duties and
obligations.


 


No successor Trustee
or Certificate Administrator shall accept appointment as provided in this Section 8.8 unless at the time of such acceptance
such successor Trustee or Certificate Administrator shall be eligible under the provisions of Section 8.6 and its appointment
shall not result in the qualification, downgrading, or withdrawal of the current


 



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rating of any Class of the Certificates (prior
to the resignation or termination of the Trustee or Certificate Administrator).


 


Upon acceptance of appointment
by a successor Trustee or Certificate Administrator as provided in this Section 8.8, the successor Trustee or Certificate
Administrator shall mail notice of the succession of such trustee or certificate administrator hereunder to all Holders of Certificates
at their addresses as shown in the Certificate Register, the Depositor, the Loan Borrower, the Companion Loan Holders and the Rating
Agency.


 


Section 8.9.     Merger
or Consolidation of the Trustee or the Certificate Administrator.  Any Person into which the Trustee or the Certificate
Administrator may be merged or converted or with which either 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 such Person shall be eligible under the provisions of
Section 8.6, without the execution or filing of any paper or further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.


 


Section 8.10.     Appointment
of Co-Trustee or Separate Trustee.   (a) At any time or times, for the purpose of meeting any legal requirements
of any jurisdiction in which any part of a Property may at the time be located or in which any action of the Trustee may be required
to be performed or taken, the Trustee, the Depositor or the Holders of Certificates evidencing, in the aggregate, a majority of
the Voting Rights of the outstanding Certificates, by an instrument in writing signed by it or them, may appoint one or more individuals
or corporations to act as separate trustee or separate trustees or co-trustees, acting jointly with the Trustee, of all or any
part of such Property, to the full extent that local law makes it necessary for such separate trustee or separate trustees or
co-trustee acting jointly with the Trustee to act. The fees and expenses of any separate trustee or co-trustee shall be paid by
the Trust Fund pursuant to Section 3.4(c).


 


(b)           The
Trustee shall execute, acknowledge and deliver all such instruments as may be required by the legal requirements of any jurisdiction
or by any such separate trustee or separate trustees or co-trustee for the purpose of more fully conferring such title, rights
or duties to such separate trustee or separate trustees or co-trustee, it, he, she or they shall be vested with such title to any
Property or any part thereof, and with such rights, powers, duties and obligations as shall be specified in the instrument of appointment,
and such rights, powers, duties and obligations shall be conferred or imposed upon and exercised or performed by the Trustee, or
the Trustee and such separate trustee or separate trustees or co-trustees jointly with the Trustee subject to all the terms of
this Agreement, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed
shall be exercised and performed by such separate trustee or separate trustees or co-trustee, as the case may be. Any separate
trustee or separate trustees or co-trustee may, at any time by an instrument in writing, constitute the Trustee, its attorney-in-fact
and agent with full power and authority to do all acts and things and to exercise all discretion on its behalf and in its, her
or his name. In the event that any such separate trustee or co-trustee shall die, become incapable of acting, resign or be removed,
the title to the Property and all assets, property, rights, powers, duties and obligations of such separate trustee or co-trustee
shall, so far as permitted by law, vest in and be exercised by


 



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the Trustee, without the appointment of a successor to such separate
trustee or co-trustee unless and until a successor is appointed.


 


(c)           All
provisions of this Agreement which are for the benefit of the Trustee and Certificate Administrator shall extend to and apply to
each separate trustee or co-trustee appointed pursuant to the foregoing provisions of this Section 8.10, and to the Trustee
and Certificate Administrator in each capacity that it may assume hereunder, including without limitation, its capacity as Custodian,
17g-5 Information Provider, Certificate Administrator, Certificate Registrar and Authenticating Agent, as applicable.


 


(d)           Every
co-trustee and separate trustee hereunder shall, to the extent permitted by law, be appointed and act and the Trustee shall act,
subject to the following provisions and conditions: (i) all powers, duties, obligations and rights conferred upon the Trustee in
respect of the receipt, custody, investment and payment of monies shall be exercised solely by the Trustee; (ii) all other rights,
powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed and exercised or performed by
the Trustee and such co-trustee or trustees and separate trustee or trustees jointly except to the extent that under any law of
any jurisdiction in which any particular act or acts are to be performed, the Trustee shall be incompetent or unqualified to perform
such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee
or trustees; (iii) no power hereby given to, or exercisable by, any such co-trustee or separate trustee shall be exercised hereunder
by such co-trustee or separate trustees except jointly with, or with the consent of, the Trustee and (iv) no trustee hereunder
shall be personally liable by reason of any act or omission of any other trustees hereunder.


 


If, at any time, the
Trustee shall deem it no longer necessary or prudent in order to conform to any such law, the Trustee shall execute and deliver
all instruments and agreements necessary or proper to remove any co-trustee or separate trustee. Notwithstanding the foregoing,
the appointment of a co-trustee or separate trustee by the Trustee shall not relieve the Trustee of its obligations, duties, or
responsibilities in any way or to any degree.


 


(e)           Any
request, approval or consent in writing by the Trustee to any co-trustee or separate trustee shall be sufficient warrant to such
co-trustee or separate trustee, as the case may be, to take such action as may be so required, approved or consented to.


 


(f)            Notwithstanding
any other provision of this Section 8.10, the powers of any co-trustee or separate trustee shall not exceed those of the
Trustee hereunder, and such co-trustee or separate trustee must meet the eligibility requirements set forth in Section 8.6.


 


Section 8.11.     Appointment
of Authenticating Agent.   (a) The Certificate Administrator may appoint an agent or agents which shall be
authorized to act on behalf of the Certificate Administrator to authenticate Certificates (each such agent, an “Authenticating
Agent”), and Certificates so authenticated shall be entitled to the benefits of this Agreement and shall be valid and
obligatory for all purposes as if authenticated by the Certificate Administrator hereunder. Wherever a reference is made in this
Agreement to the authentication and delivery of Certificates by the Certificate Administrator or the Certificate Administrator’s
certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf


 



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of the Certificate
Administrator by an Authenticating Agent and a certificate of authentication executed on behalf of the Certificate Administrator
by an Authenticating Agent. Each Authenticating Agent shall, at all times, be a corporation or association organized and doing
business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such
law to act as Authenticating Agent, having a combined capital and surplus of not less than $15,000,000 authorized under such laws
to do trust business and subject to supervision or examination by federal or state authorities. If such Authenticating Agent publishes
reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section 8.11 the combined capital and surplus of such Authenticating Agent shall be deemed to
be its combined capital and surplus as set forth in its most recent report of condition so published. If, at any time, an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section 8.11, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section 8.11. The initial Authenticating Agent shall
be the Certificate Administrator.


 


(b)           Any
Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Person succeeding to the
corporate agency business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such Person
shall be otherwise eligible under this Section 8.11, without the execution or filing of any paper or any further act on
the part of the Certificate Administrator or the Authenticating Agent.


 


(c)           An
Authenticating Agent may resign at any time by giving at least 30 days’ advance written notice thereof to the Certificate
Administrator, the Servicer or Special Servicer, as applicable, and the Depositor. The Certificate Administrator may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent, the Servicer or
Special Servicer, as applicable, and the Depositor. Upon receiving such a notice of resignation or upon such a termination, or
in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.11,
the Certificate Administrator may appoint a successor Authenticating Agent and shall mail written notice of such appointment by
first class mail, postage prepaid to all Certificateholders as their names and addresses appear in the Certificate Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and
duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent herein. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section 8.11.


 


Section 8.12.     Indemnification
by the Trustee and the Certificate Administrator.  The Trustee and the Certificate Administrator, as applicable,
shall indemnify and hold harmless the Trust, the Servicer, the Special Servicer, the Operating Advisor, the Depositor and each
other party to this Agreement from and against any claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees
and expenses and related costs, judgments and other costs and expenses incurred by the Trust, the Servicer, the Special Servicer,
the Operating Advisor or the Depositor, as applicable, that arise out of or are based upon (i) a breach by the Trustee or the
Certificate Administrator, as applicable, of its representations and warranties under this


 



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Agreement or (ii)
negligence, bad faith or willful misconduct on the part of the Trustee or the Certificate Administrator, as applicable, in the
performance of its obligations under this Agreement or its reckless disregard of its obligations and duties under this Agreement.


 


For the avoidance of
doubt, with respect to any indemnification provisions in this Agreement providing that the Trust, the Certificate Administrator,
the Trustee, the Operating Advisor, the Servicer, the Special Servicer or the Depositor is required to indemnify the Trust or another
party to this Agreement for costs, fees and expenses, such costs, fees and expenses are intended to include attorney’s fees
and expenses relating to the enforcement of such indemnity.


 


Section 8.13.     Certificate
Administrator and Servicer Not Responsible for Inconsistent Payment Information.  In connection with any Distribution
Date and a voluntary prepayment or the payment at maturity by the Loan Borrower of the Trust Loan or any portion thereof, the
Certificate Administrator shall report the amount of such prepayment or payment to the Depository based on information received
from the Servicer or Special Servicer in reliance on notices received from the Loan Borrower. In the event of any inconsistencies
in payments or prepayments made by the Loan Borrower with the previously delivered notices by the Loan Borrower, all costs and
expenses incurred as a result of a failure by the Loan Borrower to make any such payments or prepayment, shall be paid by the
Loan Borrower in accordance with the Loan Agreement provided that the amount of payment reported to the Depository by the
Certificate Administrator was consistent with the information received from the Servicer or Special Servicer. If the Loan Borrower
fail to do so, such costs and expenses shall be reimbursed to the Certificate Administrator and to the Servicer or Special Servicer,
as applicable, by the Trust pursuant to Section 3.4(c) from funds on deposit in the Collection Account. Neither the Certificate
Administrator, the Servicer nor the Special Servicer shall be liable for any inability or delay of the Depository to make a distribution
as a result of such inconsistencies. Notwithstanding the foregoing, the Certificate Administrator shall notify the Depository
on the Remittance Date or as soon as reasonably possible of any such inconsistencies.


 


Section 8.14.     Access
to Certain Information.   (a) The Certificate Administrator shall afford to any Privileged Person (including
the Controlling Class Representative) and to the Office of the Comptroller of the Currency, the FDIC and any other banking or
insurance regulatory authority that may exercise authority over any Certificateholder, access to any documentation regarding the
Trust Loan or the other assets of the Trust Fund that are in its possession or within its control (or, upon request, make copies
thereof available to any Privileged Person at the reasonable cost and expense of such Privileged Person). Such access shall be
afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the
Certificate Administrator.


 






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(b)           The
Certificate Administrator shall make available to Privileged Persons and any Borrower Related Party that certifies to the Certificate
Administrator in the form of Exhibit BB-2 that it is a Certificateholder or Beneficial Owner of a Certificate, via the Certificate
Administrator’s Website, the following items (to the extent such items were prepared by or delivered to the Certificate Administrator
in a readable, uploadable, un-corrupted and un-locked electronic format):


 


(i)            The
following “deal documents”:


 


(A)           the
Offering Circular and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate
Administrator by the Depositor or by any Person designated by the Depositor;


 


(B)            this
Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Loan Purchase
Agreement and any amendments and exhibits hereto or thereto; and


 


(C)            the
CREFC® Loan Setup File delivered to the Certificate Administrator by the Servicer.


 


(ii)           The
following “periodic reports”:


 


(A)           all
Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.4(b);


 


(B)            all
CREFC® Reports prepared by, or delivered to, the Certificate Administrator pursuant to Section 3.18(a) other
than the CREFC® Loan Setup File; and


 


(C)            all
Operating Advisor Annual Reports;


 


(iii)          The
following “additional documents”:


 


(A)           summaries
of Asset Status Reports delivered to the Certificate Administrator pursuant to Section 3.10;


 


(B)            all
inspection reports delivered to the Certificate Administrator pursuant to Section 3.22; and


 


(C)            all
Appraisals delivered to the Certificate Administrator pursuant to Section 3.7(a);


 


(iv)         The
following “special notices”:


 


(A)           any
notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.1(d);


 






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(B)            any
notice of termination of the Servicer, the Special Servicer or the Operating Advisor delivered to the Certificate Administrator
pursuant to Section 7.1(c);


 


(C)            any
notice of a Servicer Termination Event, Special Servicer Termination Event or Operating Advisor Termination Event delivered to
the Certificate Administrator pursuant to Section 7.1(b);


 


(D)           any
notice of an Operating Advisor Consultation Event, Consultation Termination Event or Control Termination Event, as determined each
month after the Certificate Administrator complies with its obligation to prepare the related Distribution Date Statement pursuant
to Section 4.4;


 


(E)           any
request by the Certificateholders representing at least 25% of the Voting Rights to terminate the Special Servicer or the Operating
Advisor pursuant to Section 7.1(e) or Section 3.29(i), as applicable;


 


(F)           any
notice of resignation of the Trustee, Certificate Administrator or the Operating Advisor and any notice of the acceptance of appointment
by the successor Trustee, successor Certificate Administrator or the successor Operating Advisor pursuant to Section 8.7;


 


(G)           any
notice to Certificateholders of the Operating Advisor’s recommendation to replace the Special Servicer and the related report
prepared by the Operating Advisor in connection with such recommendation;


 


(H)           any
and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Servicer’s
or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance,
pursuant to Section 3.23(f);


 


(I)           any
Special Notice delivered to the Certificate Administrator pursuant to Section 5.6;


 


(J)           any
Assessment of Compliance delivered to the Certificate Administrator;


 


(K)           any
Attestation Reports delivered to the Certificate Administrator; and


 


(L)           any
amendment to this Agreement;


 


(v)          subject
to Section 3.30(b), the following “risk retention special notices”, if any, shall also be posted to the “Investor
Notices” tab on the Certificate Administrator’s Website to the extent such notice is provided by the Retaining Sponsor:


 


(A)           to
the extent provided by the Retaining Sponsor, the fair value of the Class HRR Certificates as of the Closing Date and the fair
value of the


 



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“eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules) that
the Retaining Sponsor would have been required to retain under the Credit Risk Retention Rules;


 


(B)           to
the extent provided by the Retaining Sponsor, any material differences between (a) the valuation methodology or any of the key
inputs and assumptions that were used in calculating the fair value or range of fair values disclosed in the preliminary Offering
Circular under the heading “Credit Risk Retention” prior to the pricing of the Certificates and (b) the valuation methodology
or the key inputs and assumptions that were used in calculating the fair values referred to in item (v)(A) above; and


 


(C)           to
the extent provided by the Retaining Sponsor, any noncompliance of the applicable Credit Risk Retention Rules by the Third-Party
Purchaser or a successor third party purchaser as and to the extent the Retaining Sponsor is required under the Credit Risk Retention
Rules.


 


(vi)          the
“Investor Q&A Forum” pursuant to Section 4.5(a); and


 


(vii)         solely
to Certificateholders and Beneficial Owner of Certificates, the “Investor Registry” pursuant to Section 4.5(b).


 


In lieu of the tabs or
headings otherwise described above, the Certificate Administrator shall be authorized to use such other headings and labels as
it may reasonably determine from time to time.


 


The Certificate Administrator
shall, in addition to posting the applicable notices on the “Investor Notices” tab described in clause (v) 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 “Investor Notices” tab.


 


In connection with providing,
or causing to be provided, access to or copies of the items described in the preceding paragraph pursuant to this Section 8.14(b),
the Certificate Administrator shall require: (a) in the case of Certificateholders, 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 to its auditors, legal counsel and regulators and 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 (b) in the case of a prospective
purchaser of a Certificate or an interest therein or a licensed or registered investment advisor acting on behalf of such purchaser,
an Investor Certification indicating that such Person is a prospective purchaser of a Certificate or an interest therein and is
requesting the information for use in evaluating a possible investment in Certificates and will otherwise keep such information
confidential.


 


The Certificate Administrator
shall, in addition to posting the applicable notices on the “Investor Notices” tab described in clause (v) above,
include a fixed statement in the


 



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Distribution Date Statement that risk retention notices, if any, can be found on the “Investor
Notices” tab.


 


Upon delivery by the
Depositor to the 17g-5 Information Provider (in an electronic format mutually agreed upon by the Depositor and the 17g-5 Information
Provider) of information designated by the Depositor as having been previously made available to NRSROs by the Depositor (the “Pre-Closing
17g-5 Information”), the 17g-5 Information Provider shall make such Pre-Closing 17g-5 Information available only to the
Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant this Section 8.14(b). The Depositor
shall not be entitled to direct the 17g-5 Information Provider to provide access to the Pre-Closing 17g-5 Information or any other
information on the 17g-5 Information Provider’s Website to any designee or other third party.


 


Except as otherwise provided
in this Agreement and subject to Section 6.3(a), the Certificate Administrator shall not be liable for providing or disseminating
information in accordance with the terms of this Agreement. The Certificate Administrator shall not be responsible or have any
liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant to this
Section 8.14(b) unless such information was produced by the Certificate Administrator. The obligations of the Certificate
Administrator to provide access to those certain documents, information and other items described in this Section 8.14 shall
extend only to those such documents, information and other items actually in possession of the Certificate Administrator. The Certificate
Administrator may deny any of the foregoing Privileged Persons access to confidential information with respect to which the Certificate
Administrator is restricted from disclosing by applicable law.


 


(c)           The
Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also make available
through its website or otherwise, any CREFC® Reports and any additional information relating to the Whole Loan,
the Property or the Loan Borrower, for review by any Privileged Person and any Borrower Related Party that certifies to the Certificate
Administrator in the form of Exhibit BB-2 that it is a Certificateholder or Beneficial Owner of a Certificate, and subject
to Section 10.16 and Section 10.17, the Rating Agency, in each case except to the extent doing so is prohibited by
this Agreement, applicable law or by the Loan Documents. Each of the Servicer and 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 Certificate Administrator, enter into an Investor Certification
or other confidentiality agreement acceptable to the Servicer or Special Servicer, as the case may be, and (B) acknowledge that
the Servicer or the Special Servicer may contemporaneously provide such information to any other Privileged Person and any other
Borrower Related Party that certifies to the Certificate Administrator in the form of Exhibit BB-2 that it is a Certificateholder
or Beneficial Owner of a Certificate. In addition, to the extent access to such information is provided via the Servicer’s
or the Special Servicer’s website, the 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 items described in this Section 8.14(c) to current and prospective
Certificateholders the form of confidentiality agreement used by the Servicer or the Special Servicer, as applicable, shall require:
(a) in the


 



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case of a Certificateholder or a licensed or registered investment advisor acting on behalf of such 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 (b) in the case of a prospective purchaser of Certificates or interests therein or a licensed or registered
investment advisor acting on behalf of such prospective purchaser, an Investor Certification indicating that such Person is a prospective
purchaser of a Certificate or an interest therein and is requesting the information for use in evaluating a possible investment
in Certificates and will otherwise keep such information confidential.


 


The Special Servicer,
subject to the limitations on delivery of Privileged Information, shall deliver to the Operating Advisor such reports produced
or otherwise available to the Controlling Class Representative or Certificateholders generally, requested by the Operating Advisor
in support of the performance of its obligations under this Agreement in electronic format.


 


Except as otherwise provided
in this Agreement and subject to Section 6.3(a), neither the Servicer nor the Special Servicer shall be liable for the dissemination
of information in accordance with this Agreement. Neither the 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 8.14(c) unless such information was produced by the Servicer or Special Servicer, as applicable.


 


(d)           The
Certificate Administrator shall maintain at its offices (and, upon reasonable prior written request and during normal business
hours, shall make available, or cause to be made available) for review by any Privileged Person (other than prospective purchasers)
and any Borrower Related Party that certifies to the Certificate Administrator in the form of Exhibit BB-2 that it is a
Certificateholder or Beneficial Owner of a Certificate, originals or copies of the following items (to the extent such items are
in the Certificate Administrator’s possession):


 


(i)            the
Offering Circular;


 


(ii)           this
Agreement, each sub-servicing agreement delivered to the Certificate Administrator from and after the Closing Date (if any), the
Loan Purchase Agreement and any amendments and exhibits hereto or thereto;


 


(iii)          all
Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders
pursuant to Section 4.4(a) of this Agreement since the Closing Date;


 


(iv)          all
Officer’s Certificates and accountants’ reports delivered to the Certificate Administrator since the Closing Date;


 






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(v)           the
most recent inspection report prepared by or on behalf of the Servicer or the Special Servicer, as applicable, and delivered to
the Certificate Administrator in pursuant to Section 3.22 of this Agreement;


 


(vi)          any
and all notices and reports delivered to the Certificate Administrator with respect to the Property as to which the environmental
testing contemplated by Section 3.12(d) of this Agreement revealed that neither of the conditions set forth in clauses
(i) and (ii) thereof was satisfied;


 


(vii)         the
Mortgage File, including any and all modifications, waivers and amendments of the terms of the Whole Loan entered into or consented
to by the Servicer or the Special Servicer and delivered to the Certificate Administrator pursuant to Section 3.24 of this
Agreement;


 


(viii)        the
summary of each Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.10(h) of this Agreement;


 


(ix)           the
annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Servicer or the Special Servicer,
as applicable, and delivered to the Certificate Administrator for the Property, together with the other information specified
in Section 3.18 of this Agreement;


 


(x)          
 notice of termination or resignation of the Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
(and appointments of successors thereto);


 


(xi)           any
Appraisals, environmental site assessments, property condition assessments and seismic reports relating to the Property; and


 


(xii)          any
other information that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A.


 


The
Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable
written request of any of the parties set forth in the previous sentence at the reasonable expense of the requesting party.


 


The
Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this
Agreement.


 


Article
9



TERMINATION


 


Section
9.1.           Termination.  (a) The respective obligations and responsibilities of the Servicer, the Special Servicer, the
Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created hereby (other than the obligation to make
certain payments to the Companion Loan Holders, the obligation of the Certificate Administrator to make certain payments to Certificateholders
after the final Distribution Date, the obligation of


 






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the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC,
to maintain books and records of the Trust Fund for such period of time as it maintains its own books and records and the indemnification
rights and obligations of the parties hereto) shall terminate upon the last action required to be taken by the Certificate Administrator
on the final Distribution Date pursuant to this Article 9 following the later of (i) the final payment on the Certificates
or (ii) the liquidation of the Trust Loan (including, without limitation, the sale of the Trust Loan pursuant to this Agreement,
as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan; provided,
however, that in no event shall the Trust 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’s, living on
the date hereof.


 


(b)           On
the final Distribution Date, all amounts on deposit in the Collection Account and not otherwise payable to a person other than
the Certificateholders, shall be applied generally as described in Section 4.1.


 


(c)           Notice
of any termination, specifying the final Distribution Date (which shall be a date that would otherwise be a Distribution Date)
upon which the Certificateholders of any Class may surrender their Certificates to the Certificate Administrator for payment of
the final distribution and cancellation, shall be given promptly by the Certificate Administrator by letter to Certificateholders
mailed as soon as practicable specifying (A) the final Distribution Date upon which final payment of the Certificates shall be
made upon presentation and surrender of Certificates at the office or agency of the Certificate Administrator therein designated,
(B) the amount of any such final payment and (C) 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 office or agency of the Certificate Administrator
therein specified.


 


Section
9.2.           Additional Termination Requirements.  In connection with any termination pursuant to Section 9.1
other than final payment on the Trust Loan, the Trust Fund shall be terminated in accordance with the following additional
requirements, unless the Certificate Administrator has obtained at the expense of the Trust, an Opinion of Counsel that any
other manner of terminating either the Lower-Tier REMIC or the Upper-Tier REMIC will not subject the Trust Fund, the
Lower-Tier REMIC or the Upper-Tier REMIC to federal income tax:


 


(i)         
  within eighty-nine (89) days prior to the final Distribution Date, the Certificate Administrator shall designate
the first day of the 90-day liquidation period of the Lower-Tier REMIC and the Upper-Tier REMIC which shall be specified in a
notice from the Certificate Administrator to the Certificateholders as soon as practicable prior to such final Distribution
Date, and shall specify such date in the final tax return of each such Trust REMIC;


 


(ii)           at
or after the time of adoption of such plan of complete liquidation and at or prior to the final scheduled Distribution Date, the
Servicer shall sell any remaining assets (other than cash) of the Trust Fund and credit the proceeds thereof to the Trust Fund;
and


 






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(iii)           at
or after such time as the proceeds from the disposition of the remaining assets of the Trust Fund shall have been credited to
the Trust Fund, the Certificate Administrator shall cause all remaining amounts held (A) as part of the Lower-Tier REMIC to be
distributed to the Certificate Administrator as holder of the Uncertificated Lower-Tier Interests and to the Holders of the Class
R Certificates (in respect of the Class LT-R Interest) in accordance with Section 4.1(b) and (B) as part of the Upper-Tier
REMIC to be distributed to the Holders of the Regular Certificates and the Class R Certificates (in respect of the Class UT-R
Interest) in accordance with Section 4.1(a) and Section 4.1(g).


 


Section
9.3. Trusts Irrevocable. Except as expressly provided herein, all trusts created hereby are irrevocable.


 


Article
10



MISCELLANEOUS PROVISIONS


 


Section
10.1.           Amendment.  (a) This Agreement may be amended from time to time by the parties hereto, without
the consent of any of the Certificateholders or any Companion Loan Holders:


 


(i)     
      to correct any inconsistency, defect or ambiguity in this Agreement or to correct any
manifest error in any provision of 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 Offering
Circular with respect to the Certificates, the Trust or this Agreement to correct or supplement any of its provisions which may
be inconsistent with any other provisions in this Agreement, or to correct any error;


 


(iii)           to
change the timing and/or nature of deposits in the Collection Account, the Distribution Account or the Foreclosed Property Account,
provided that (A) the Remittance Date may in no event be later than the Business Day prior to the related Distribution
Date and (B) (1) the change would not adversely affect in any material respect the interests of any Certificateholder or Companion
Loan Holder, as evidenced by an Opinion of Counsel (at the expense of the party requesting the amendment or at the expense of
the Trust Fund if the requesting party is the Trustee or the Certificate Administrator) or (2) a Rating Agency Confirmation is
obtained (at the expense of the party requesting the amendment or at the expense of the Trust Fund if the requesting party is
the Trustee or the Certificate Administrator);


 


(iv)           to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either the Lower-Tier
REMIC or the Upper-Tier REMIC as a REMIC at all times that any Certificate is outstanding, or to avoid or minimize the risk of
imposition of any tax on the Lower-Tier REMIC or the Upper-Tier REMIC that would be a claim against the Lower-Tier REMIC or the
Upper-Tier REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of


 






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Counsel (at the
expense of the party requesting the amendment or if the requesting party is the Certificate Administrator or the Trustee, at the
expense of the Trust) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or
minimize the risk of imposition of any such tax and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates or (B) to the extent necessary to comply with the Investment Company Act of 1940, as amended,
the Trust Indenture Act of 1939, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations;


 


(v)           to
modify, eliminate or add to any of its provisions to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates; provided that the Depositor has determined that the amendment will not give rise to any tax
with respect to the transfer of the Class R Certificates to a non-Permitted Transferee; provided, further, that
the Depositor may conclusively rely upon an Opinion of Counsel to such effect;


 


(vi)          to
make any other provisions with respect to matters or questions arising under this Agreement or any other change, provided
that the required action will not adversely affect in any material respect the interests of any Certificateholder or Companion
Loan Holder not consenting to such amendment, as evidenced by (a) an Opinion of Counsel (at the expense of the party requesting
the amendment or at the expense of the Trust Fund if the Trustee or the Certificate Administrator is the requesting party) and
(b) a Rating Agency Confirmation (at the expense of the party requesting the amendment or at the expense of the Trust Fund if
the requesting party is the Trustee or the Certificate Administrator;


 


(vii)         to
amend or supplement any provision of this Agreement to the extent necessary to maintain the ratings assigned to each Class of
Certificates by any Rating Agency; provided that such amendment does not adversely affect in any material respect the interests
of any Certificateholder or Companion Loan Holder;


 


(viii)        to
modify the provisions of this Agreement with respect to reimbursement of Nonrecoverable Advances if (a) the Depositor, the Servicer,
the Certificate Administrator and the Trustee, 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 cause the Upper-Tier
REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC, as evidenced by an Opinion of Counsel (at the expense of the party
requesting the amendment or at the expense of the Trust Fund if the Trustee or the Certificate Administrator is the requesting
party) and (c) a Rating Agency Confirmation (at the expense of the party requesting the amendment or at the expense of the Trust
Fund if the requesting party is the Trustee or the Certificate Administrator) is obtained;


 


(ix)           to
modify the procedures set forth in this Agreement relating to Exchange Act Rule 17g-5 or Rule 15Ga-1 compliance; and


 






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(x)           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 risk retention requirements in the event of such repeal; provided
that no such modification, elimination or addition may change in any manner the rights or obligations of the Third Party Purchaser
under this Agreement or the Credit Risk Retention Compliance Agreement without the consent of the Third Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment to this Agreement contemplated by this Section 10.1(a) shall be permitted if the amendment
would (i) reduce the consent or consultation rights or the right to receive information under this Agreement of the Controlling
Class Representative without the consent of the Controlling Class Representative, (ii) change in any manner the obligations or
rights of the Sponsor under the Loan Purchase Agreement or this Agreement without the consent of the Sponsor, (iii) change in
any manner the obligations or rights of any Initial Purchaser without the consent of the related Initial Purchaser or (iv) adversely
affect any Companion Loan Holder in its capacity as such without its consent.


 


(b)           This
Agreement may also be amended by the parties to this Agreement with the consent of the Holders of Certificates of each Class adversely
affected by such amendment evidencing, in each case, not less than 51% 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 the Certificates, except that the amendment may not (1) reduce in any
manner the amount of, or delay the timing of, payments received on the Trust Loan that are required to be distributed on any Certificate;
(2) alter in any manner the liens on any Collateral securing payments of the Trust Loan, (3) alter the obligations of the Servicer
or the Trustee to make an Advance or alter the Accepted Servicing Practices; (4) change the percentages of Voting Rights or Percentage
Interests of Certificateholders that are required to consent to any action or inaction under this Agreement; (5) adversely affect
the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders; or (6) amend this
Section 10.1.


 


(c)           Notwithstanding
the foregoing, no amendment to this Agreement may be made that changes in any manner the obligations of the Sponsor under the
Loan Purchase Agreement without the consent of the Sponsor, and the Trustee, Servicer, Special Servicer, Operating Advisor or
Certificate Administrator may, but will not be obligated to, enter into any amendment to this Agreement that it determines affects
its rights, duties or immunities or creates any additional liability for the Trustee, Servicer, Special Servicer, Operating Advisor
or Certificate Administrator under this Agreement.


 


(d)           It
shall not be necessary for the consent of Certificateholders under this Section 10.1 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.





 






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(e)           Notwithstanding
the foregoing, no amendment may be made to this Agreement unless the Certificate Administrator, the Trustee, the Operating Advisor,
the Servicer and the Special Servicer have first received an Opinion of Counsel (at the expense of the party requesting the amendment,
or at the Trust Fund’s expense if the Trustee or the Certificate Administrator is the requesting party) to the effect that
the amendment is authorized or permitted under this Agreement and all conditions precedent have been met and that the amendment
or the exercise of any power granted to the Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the
Trustee or any other specified person in accordance with the amendment, will not result in an Adverse REMIC Event.


 


(f)           Promptly
after the execution of any amendment to this Agreement or any amendment to the Loan Purchase Agreement, the Certificate Administrator
shall post a copy of such amendment on the Certificate Administrator’s Website and furnish written notification of the substance
of such amendment to each Certificateholder, the Depositor, the Servicer, the Special Servicer, the Initial Purchaser, the Loan
Borrower and, subject to Section 10.17, the 17g-5 Information Provider (who shall promptly post such written notice to
the 17g-5 Information Provider’s Website, pursuant to Section 10.17).


 


(g)           In
the event that neither the Depositor nor any successor thereto is in existence, any amendment under this Section 10.1 shall
be effected with the consent of the Trustee, the Certificate Administrator and the Servicer or Special Servicer, as applicable,
and, to the extent required by this Section 10.1, the required Certificateholders.


 


(h)           Unless
otherwise specified in Section 10.1(a), the costs and expenses associated with any such amendment, including without limitation,
Opinions of Counsel and Rating Agency Confirmations, shall be borne by the party requesting such amendment (or, if such amendment
is required by the Rating Agency to maintain the rating issued by it or requested by the Trustee or the Certificate Administrator
for any purpose described in Section 10.1(a) (which do not modify or otherwise relate solely to the obligations, duties
or rights of the Trustee or the Certificate Administrator), then at the expense of the Depositor and, if neither the Depositor
nor any successor thereto is in existence, the Trust Fund).


 


Section
10.2.          Recordation of Agreement; Counterparts.  (a) This Agreement or an abstract hereof, if acceptable by the
applicable recording office, is subject to recordation in all appropriate public offices for real property records in the
county in which any Property subject to the Mortgages is situated, and in any other appropriate public recording office or
elsewhere, such recordation to be effected by the Trustee or the Certificate Administrator at the expense of the Trust upon
its receipt of an Opinion of Counsel to the effect that such recordation materially and beneficially affects the interests of
the Certificateholders of the Trust.


 


(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.


 






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Section
10.3.          Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.  THIS
AGREEMENT AND Any claim, controversy or dispute arising under or related to this AGREEMENT, THE RELATIONSHIP OF THE
PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


EACH
OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL
COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR
PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE
AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS
TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER AND
AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY MANNER PERMITTED BY LAW.


 


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
10.4.           Notices.  All demands, notices and communications hereunder shall be in writing, shall be deemed to
have been given upon receipt (except that notices to Holders of any Class of Certificates held in registered, definitive form
shall be deemed to have been given upon being sent by first class mail, postage prepaid) as follows:


 


If
to the Trustee, to:



U.S. Bank National Association

190 S. LaSalle Street, 7th Floor

Chicago, Illinois 60603

Attention: CSMC 2017-CALI

Facsimile No.: (866) 807-8670

Email: cmbs.transactions@usbank.com;


 






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If
to the Certificate Administrator, to:



U.S. Bank National Association

190 S. LaSalle Street, 7th Floor

Chicago, Illinois 60603

Attention: CSMC 2017-CALI

Facsimile No.: (866) 807-8670

Email: cmbs.transactions@usbank.com;


 


or
with respect to delivery of the CREFC Investor Reporting Package®: christine.paidosh@usbank.com


 


With
respect to any certificate transfer services:


 


U.S.
Bank National Association

111 Fillmore Avenue

St. Paul, Minnesota 55107

Attention: Bondholder Services - CSMC 2017-CALI


 


With
respect to the Custodian:


 


U.S.
Bank National Association

1719 Otis Way

Florence, South Carolina 29501

Attention: CSMC 2017-CALI

Facsimile No.: (651) 695-6102

Email: kevin.brown1@usbank.com


 


If
to the Depositor, to:



Credit Suisse Commercial Mortgage Securities Corp.


11
Madison Avenue, 4th Floor


New
York, New York 10010


Attention:
N. Dante LaRocca


Facsimile
number: (646) 935-8520


E-mail:
dante.larocca@credit-suisse.com


 


with
a copy to:



Dechert LLP

1095 Avenue of the Americas

New York, New York 10036

Attention: Laura Swihart

Facsimile number: (212) 698-0645

E-mail: laura.swihart@dechert.com


 






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If
to the Servicer, to:



KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael A. Tilden

Facsimile: 877-379-1625

Email: keybank_notices@keybank.com


 


with
a copy to:



Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Facsimile: 816-753-1536

Email: kkohring@polsinelli.com


 


If
to the Special Servicer, to:



Cohen Financial, a Division of SunTrust Bank

Loan Administration Service Center

4601 College Boulevard, Suite 300

Leawood, Kansas 66211

Attention: Head of Investor Services

Email: loanadmin@cohenfinancial.com

Fax number: 312-346-6669


 


If
to the Operating Advisor, to:



Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: CSMC 2017-CALI – Surveillance Manager

(with a copy sent contemporaneously via e-mail to:

cmbs.notices@parkbridgefinancial.com)


 









If
to the Retaining Sponsor, to:



Column Financial, Inc.

11 Madison Avenue, 4th Floor

New York, New York 10010

Attention: N. Dante LaRocca

Facsimile number: (646) 935-8520

Email: dante.larocca@credit-suisse.com


 






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with
a copy to:



Column Financial, Inc.

1 Madison Avenue, 9th Floor

New York, New York 10010

Attention: Sarah Nelson

Facsimile No.: (212) 743-2823

Email: sarah.nelson@credit-suisse.com





 


If
to the Sponsor, to:



Column Financial, Inc.


11
Madison Avenue, 4th Floor


New
York, New York 10010


Attention:
N. Dante LaRocca 


Facsimile
number: (646) 935-8520


E-mail:
dante.larocca@credit-suisse.com


 


with
copies to:



1 Madison Avenue, 9th Floor


New
York, New York 10010


Attention:
Sarah Nelson


 


If
to the initial Controlling Class Representative, to:


 


1CAL
Grand Avenue Partners, LLC

c/o Oaktree Capital Management, L.P.

333 S. Grand Avenue, 28th Floor

Los Angeles, California 90071

Attention: Bryan Sather

Email: bsather@oaktreecapital.com





 


with
copies to the following email addresses:


 


gmonzon@oaktreecapital.com;
ccarlson@oaktreecapital.com; and agreenberg@oaktreecapital.com


 


If
to any Certificateholder, to:



the address set forth in the Certificate Register


 


If
to the Loan Borrower:



at the respective addresses therefor set forth in the Loan Agreement


 






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or,
in the case of the parties to this Agreement, to such other address as such party shall specify by written notice to the other
parties hereto.


 


Section
10.5.           Notices to the Rating Agency.  The Servicer, the Special Servicer, the Trustee and the
Certificate Administrator (except in its capacity as 17g-5 Information Provider) shall not provide any information regarding
the Trust Fund to the Rating Agency upon receipt of a request by the Rating Agency therefor but shall, upon receipt of a
reasonable request for information pertaining to this transaction, to the extent such party has or can obtain such
information without unreasonable effort or expense, provide such information to the 17g-5 Information Provider in accordance
with the procedures set forth in Section 10.16 and Section 10.17; provided, that the 17g-5 Information
Provider shall not disclose which Rating Agency has requested such information. Notwithstanding the foregoing, the failure to
deliver such information shall not constitute a Servicer Termination Event or Special Servicer Termination Event, as the case
may be, under this Agreement. Any confirmation of the rating by the Rating Agency required hereunder shall be in writing.


 


Any
notices to the Rating Agency shall be sent to the following address:



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
10.6.           Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this
Agreement shall be for any reason whatsoever held invalid, then, to the extent permitted by applicable law, such covenants, agreements,
provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or
the rights of the Holders thereof.


 


Section
10.7.           Limitation on Rights of Certificateholders. 
The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle
such Certificateholder’s legal representative or heirs to claim an accounting or to take any action or to commence any proceeding
in any court for a petition or winding up of the Trust Fund, or otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.



 


No
Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote (except as provided herein)
or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders
from time to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third
party by reason of any action by the parties to this Agreement pursuant to any provision hereof.


 



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No
Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right by virtue or by availing itself
of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect
to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of a Servicer Termination Event
or Special Servicer Termination Event, as the case may be, and of the continuance thereof, as herein before provided, and unless
the Holders of Certificates aggregating not less than 25% of the Voting Rights of the Certificates shall also 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 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected
or refused to institute any such action, suit or proceeding; it being understood and intended, and being 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 whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect,
disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over
or preference to any other such Holder except as provided herein with respect to entitlement to payments or to enforce any right
under this Agreement, except in the manner herein provided and for the common benefit of all Certificateholders. For the protection
and enforcement of the provisions of this Section 10.7, each and every Certificateholder and the Trustee shall be entitled
to such relief as can be given either at law or in equity.


 


Section
10.8.          Certificates Nonassessable and Fully Paid.  The Certificateholders shall not be personally liable
for obligations of the Trust Fund, the interests in the Trust Fund represented by the Certificates shall be nonassessable for
any reason whatsoever, and the Certificates, upon due authentication thereof by the Certificate Administrator pursuant to
this Agreement, are and shall be deemed fully paid.


 


Section
10.9.           Reproduction of Documents.  This Agreement and all documents relating thereto, including, without
limitation, (i) consents, waivers and modifications which may hereafter be executed, (ii) documents received by any party at
the closing, and (iii) financial statements, certificates and other information previously or hereafter furnished, may be
reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The
parties agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or
administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a
party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction
shall likewise be admissible in evidence.


 


Section
10.10.         No Partnership.  Nothing herein contained shall be deemed or construed to create a partnership
or joint venture between the parties hereto.


 


Section
10.11.         Actions of Certificateholders.  (a) Any request,
demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by
Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such
Certificateholders in person or by agent


 






    214 


     


    

 


duly appointed in writing; and except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are delivered to the Trustee or Certificate Administrator
and, where required, to the Depositor, the Servicer or the Special Servicer. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this Agreement and conclusive in favor of the Certificate
Administrator, the Trustee, the Depositor, the Servicer and the Special Servicer if made in the manner provided in this Section
10.11.


 


(b)           The
fact and date of the execution of any Certificateholder of any such instrument or writing may be proved in any reasonable manner
which the Trustee or Certificate Administrator deems sufficient.


 


(c)           Any
request, demand, authorization, direction, notice, consent, waiver, or other act by a Certificateholder shall bind every Holder
of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of
anything done, or omitted to be done, by the Trustee, the Certificate Administrator, the Depositor, the Servicer or the Special
Servicer in reliance thereon, whether or not notation of such action is made upon such Certificate.


 


(d)           The
Certificate Administrator and the Trustee may require additional proof of any matter referred to in this Section as it shall deem
reasonably necessary.


 


Section
10.12.         Successors and Assigns.  The rights and
obligations of any party hereto shall not be assigned (except pursuant to Sections 6.2, 6.4, 8.7 or 8.9
hereof) by such party without the prior written consent of the other parties hereto. This Agreement shall inure to the
benefit of and be binding upon the Depositor, the Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator, the Custodian, 17g-5 Information Provider and the Trustee and their respective permitted successors and
assigns. No Person other than a party to this Agreement, the Initial Purchaser and any Certificateholder shall have any
rights with respect to the enforcement of any of the rights or obligations hereunder. Without limiting the foregoing, the
parties to this Agreement specifically agree that (i) the Sponsor shall be a third-party beneficiary of this Agreement with
respect to any provisions relating to the Sponsor, (ii) unless it is a Loan Borrower or an Affiliate thereof, each Companion
Loan Holder shall be a third-party beneficiary of this Agreement with respect to the rights afforded it under this Agreement,
(iii) each Other Depositor and Other Exchange Act Reporting Party shall be a third-party beneficiary of this Agreement with
respect to its rights under Article 11, and (iv) no Loan Borrower, property manager or other party to the Whole Loan
is an intended third-party beneficiary of this Agreement (provided that the Loan Borrower shall be entitled to notices
to the extent expressly provided herein).


 


Section
10.13.         Acceptance by Authenticating Agent, Certificate Registrar.  The Certificate Administrator hereby
accepts its appointment as Authenticating Agent and Certificate Registrar and agrees to perform the obligations required to
be performed by it in each such capacity pursuant to the terms of this Agreement.


 


Section
10.14.        Streit Act.  Any provisions required to be contained in this Agreement by Section 126 and/or
Section 130-k or Article 4-A of the New York Real Property


 






    215 


     


    

 


Law are hereby incorporated herein, and such provisions shall be in addition to those conferred or imposed by this Agreement;
provided, however, that to the extent that such Section 126 and/or 130-k shall not have any effect, and if said
Section 126 and/or Section 130-k should at any time be repealed or cease to apply to this Agreement or be construed by judicial
decision to be inapplicable, said Section 126 and/or Section 130-k shall cease to have any further effect upon the provisions
of this Agreement. In a case of a conflict between the provisions of this Agreement and any mandatory provisions of Article 4-A
of the New York Real Property Law, such mandatory provisions of said Article 4-A shall prevail, provided that if said Article
4-A shall not apply to this Agreement, should at any time be repealed, or cease to apply to this Agreement or be construed by
judicial decision to be inapplicable, such mandatory provisions of such Article 4-A shall cease to have any further effect upon
the provisions of this Agreement.


 


Section
10.15.       Assumption by Trust of Duties and Obligations of the Sponsor Under the Loan Documents.  The
Trustee on behalf of the Trust as assignee of the Trust Loan and the Certificate Administrator, the Servicer and Special
Servicer hereby acknowledge that the Trust assumes all of the rights and obligations of the Sponsor as Loan Lender under the
Loan Documents and agrees to be bound thereby, and in accordance with the terms thereof. Such acknowledgement on behalf of
the Trust is made by the Trustee in the exercise of the powers and authority conferred and vested in it and is intended for
the purpose of binding only the Trust. Nothing contained in this Section 10.15 shall be construed as creating any
liability on the part of the Trustee, individually or personally, it being agreed that all liabilities and obligations being
acknowledged as assumed are solely those of the Trust, and under no circumstances shall the Trustee be liable personally for
the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this
Agreement, any Loan Document or any related document.


 


Section
10.16.        Notice to the 17g-5 Information Provider and the Rating Agency.  (a) The Certificate
Administrator shall use its commercially reasonable efforts to promptly provide notice to the 17g-5 Information Provider by
e-mail with respect to each of the following of which a Responsible Officer of the Certificate Administrator has actual
knowledge, who shall make available solely to the Depositor, to the Rating Agency and to any other NRSROs the items listed
below to the extent such items are delivered to it via email at 17g5informationprovider@usbank.com, specifically with a
subject reference of “CSMC Trust 2017-CALI” and an identification of the type of information being provided in
the body of the email, or via any alternate email 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. The 17g-5 Information
Provider shall promptly post such notice or information to the 17g-5 Information Provider’s Website within five (5)
Business Days:


 


(i)           any
material change or amendment to this Agreement or the Loan Agreement;


 


(ii)           the
occurrence of any Event of Default that has not been cured;


 


(iii)           the
merger, consolidation, resignation or termination of the Servicer, Special Servicer, the Certificate Administrator or the Trustee;


 






    216 


     


    

 


(iv)           any
notice of a Servicer Termination Event or Special Servicer Termination Event delivered pursuant to Section 7.1(b) and any
notice of the termination of the Servicer or the Special Servicer and appointment of a successor to the Servicer or the Special
Servicer delivered pursuant to Section 7.3(a);


 


(v)           the
Sponsor’s repurchase of the Trust Loan pursuant to Sections 2.2 and 2.8;


 


(vi)           the
final payment to any Class of Certificateholders;


 


(vii)         any
change in the location of any Reserve Account or the Distribution Account;


 


(viii)        any
event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Servicer;


 


(ix)          any
change in the lien priority of the Trust Loan; and


 


(x)    
       each Distribution Date Statement described in Section 4.4(a) and the
CREFC® Reports.


 


(b)           The
Servicer or the Special Servicer shall use its best efforts to promptly provide notice to the 17g-5 Information Provider, who
shall make available solely to the Depositor, to the Rating Agency and to any other NRSROs the items listed below to the extent
such items are delivered to it via email at 17g5informationprovider@usbank.com, specifically with a subject reference of “CSMC
Trust 2017-CALI” and an identification of the type of information being provided in the body of the email, or via any alternate
email 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. The 17g-5 Information Provider shall promptly post such notice or information
to the 17g-5 Information Provider’s Website within five (5) Business Days:


 


(i)       
    each of its annual statements as to compliance described in Section 3.19;


 


(ii)           each
of its annual independent public accountants’ servicing reports described in Section 3.20;


 


(iii)          a
copy of each operating and other financial statements or occupancy report to the extent such information is required to be delivered
under the Whole Loan and to the extent such information is collected by the Servicer or the Special Servicer pursuant to this
Agreement;


 


(iv)          upon
request, each inspection report prepared in connection with any inspection conducted pursuant to Section 3.22; and


 


(v)           upon
request, each appraisal obtained pursuant to Section 3.7.


 






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(c)           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, the 17g-5 Information Provider may remove it from the
17g-5 Information Provider’s Website. In the event that the Depositor determines that any information previously posted
on the 17g-5 Information Provider’s Website should not have been posted, the Depositor shall direct the 17g-5 Information
Provider in writing to remove such information and the 17g-5 Information Provider shall not be liable for removal of any information
upon receipt of such written direction. The Trustee and the 17g-5 Information Provider have not obtained and shall not be deemed
to have obtained actual knowledge of any information posted to the 17g-5 Information Provider’s Website to the extent such
information was not produced by the 17g-5 Information Provider. Access shall be granted by the 17g-5 Information Provider to the
Rating Agency and other NRSROs upon receipt of an NRSRO Certification in the form of Exhibit M hereto (which certification
may be submitted electronically by means of a “click through” confirmation on the 17g-5 Information Provider’s
Website) on the same Business Day, provided 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 www.usbank.com/abs or 17g5informationprovider@usbank.com.


 


(d)           In
connection with providing access to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website,
the Certificate Administrator and the 17g-5 Information Provider, as applicable, may require registration and the acceptance of
a disclaimer. All documents sent to the 17g-5 Information Provider shall be sent via email in a format suitable for posting to
the 17g-5 Information Provider’s Website. The Certificate Administrator and the 17g-5 Information Provider shall not be
liable for the dissemination of information in accordance with the terms of this Agreement, make no representations or warranties
as to the accuracy or completeness of such information being made available, and assume no responsibility for such information.
The Certificate Administrator and the 17g-5 Information Provider shall not be liable for failing to make any information available
to the Rating Agency or NRSROs unless same was delivered to it at its email address set forth above, with the proper subject heading.
Assistance in using the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website can be obtained
by calling (846) 846-4526.


 


Section
10.17.        Exchange Act Rule 17g-5 Procedures.  (a) Except as
otherwise provided in Section 10.16 or this Section 10.17 or otherwise in this Agreement or as required by law,
none of the Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall provide any information
directly to, or communicate with, either orally or in writing, any Rating Agency regarding the Certificates or the Trust Loan
relevant to the Rating Agency’s surveillance of the Certificates or the Trust Loan, including, but not limited to,
providing responses to inquiries from the Rating Agency regarding the Certificates or the Trust Loan relevant to such Rating
Agency’s surveillance of the Certificates. The 17g-5 Information Provider shall make the “Rating Agency Q&A
Forum and Servicer Document Request Tool” available to NRSROs via the 17g-5 Information Provider’s Website, where
NRSROs may (i) submit inquiries to be forwarded to the Certificate Administrator relating to the Distribution Date Statement,
(ii) submit inquiries to be forwarded to the Servicer or the Special Servicer, as applicable, relating to reports


 






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provided by such parties, the Whole
Loan or the Property, (iii) submit requests to be forwarded to the Servicer for loan-level reports and other related information,
and (iv) view previously submitted inquiries and related answers or reports, as the case may be. Upon receipt of an inquiry or
request from an NRSRO for the Trustee, the Certificate Administrator, the Servicer or the Special Servicer, the 17g-5 Information
Provider shall be required to forward such inquiry or request to the appropriate person or entity at the Trustee, the Certificate
Administrator, the Servicer or the Special Servicer, as applicable, in each case via email within a reasonable period of time
following receipt of such inquiry or request. Following receipt of such an inquiry, the Trustee, the Certificate Administrator,
the Servicer or the Special Servicer, as applicable, shall be required to answer each inquiry, unless it determines that (a) answering
the inquiry would be in violation of applicable law, the Accepted Servicing Practices, this Agreement, or the applicable loan
documents, (b) answering the inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege or
the disclosure of attorney work product, or (c) answering the inquiry would materially increase the duties of, or result in significant
additional cost or expense to, such party, and the performance of such additional duty or the payment of such additional cost
or expense is beyond the scope of its duties under this Agreement. In the event any of the Trustee, the Certificate Administrator,
the Servicer or the Special Servicer declines to answer an inquiry, it shall promptly email the 17g-5 Information Provider with
the basis of such declination. The 17g-5 Information Provider shall be required to post the inquiries and the related responses
(or reports, as applicable) on the Rating Agency Q&A Forum and Servicer Document Request Tool promptly upon receipt, or in
the event that an inquiry is unanswered, the inquiry and the basis for which it was unanswered. The Rating Agency Q&A Forum
and Servicer Document Request Tool may not reflect questions, answers, or other communications which are not submitted through
the 17g-5 Information Provider’s Website. The party responding to an inquiry shall be required to ensure that the response
does not identify the NRSRO in any manner, including in file names and in the content of the response. Any reports posted by the
17g-5 Information Provider in response to an inquiry may be posted on a page accessible by a link on the 17g-5 Information Provider’s
Website. Answers and information posted on the Rating Agency Q&A Forum and Servicer Document Request Tool shall be attributable
only to the respondent, and shall not be deemed to be answers from any other person. No such other person shall have any responsibility
or liability for, and shall not be deemed to have knowledge of, the content of any such information..


 


(b)           To
the extent that any of the Servicer, the Special Servicer, the Certificate Administrator or the Trustee is required to provide
any information to, or communicate with, any Rating Agency in accordance with its obligations under this Agreement, the Servicer,
the Special Servicer, the Certificate Administrator or the Trustee, as applicable, shall provide such information or communication
to the 17g-5 Information Provider by e-mail, which the 17g-5 Information Provider shall upload to the 17g-5 Information Provider’s
Website. Information shall be posted on the same Business Day of receipt provided that such information is received by 2:00 p.m.
(New York time) or, if received after 2:00 p.m. (New York time), on the next Business Day by 12:00 p.m. (New York time). The foregoing
shall include any Rating Agency Confirmation request made pursuant to this Agreement, which shall be in writing, with a cover
letter indicating the nature of the request and shall include all information the requesting party believes is reasonably necessary
for the applicable Rating Agency to make its decision. The 17g-5 Information Provider shall notify each of the Servicer, the Special
Servicer, the Trustee


 






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and the Certificate Administrator in writing of any change in the identity or contact information of the
17g-5 Information Provider.


 


(c)           Notwithstanding
the provisions of Section 10.17(a) or Section 10.17(b), the Depositor may authorize, in its sole discretion, any
of the Servicer, the Special Servicer, the Certificate Administrator or the Trustee to provide information directly to, or communicate
with, the Rating Agency (including, but not limited to, responses to inquiries from such Rating Agency). Any such authorization
shall be in writing (which writing may be electronic mail) by a Responsible Officer of the Depositor, and shall set forth the
procedures that the Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, shall follow
if it elects (in its sole discretion) to provide information directly to the applicable Rating Agency, which procedures shall
be reasonable and customary as is necessary to allow the Depositor to comply with Exchange Act Rule 17g-5.


 


(d)           Each
of the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee (each, an “Indemnifying
Party”) hereby expressly agrees to indemnify and hold harmless the Depositor and its respective officers, directors,
shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund (each, an “Indemnified
Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines,
forfeitures or other expenses (including reasonable legal fees and expenses), joint or several, to which any such Indemnified
Party may become subject, under the Securities Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar as
such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including
reasonable legal fees and expenses) arise out of or are based upon (i) such Indemnifying Party’s breach of Section 10.16
or Section 10.17(a), (b), and (c), as applicable, or (ii) a determination by any Rating Agency that it
cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3),
to the extent caused by any such breach referred to in clause (i) above by the applicable Indemnifying Party, and will reimburse
such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating
or defending any such action or claim, as such expenses are incurred.


 


(e)           None
of the Servicer, the Special Servicer, the Trustee, the Operating Advisor or the Certificate Administrator shall have any liability
for (i) the 17g-5 Information Provider’s failure to post on the 17g-5 Information Provider’s Website information provided
by the Servicer, the Special Servicer, the Trustee, the Operating Advisor or the Certificate Administrator in accordance with
the terms of this Agreement, (ii) any malfunction or disabling of the 17g-5 Information Provider’s Website or (iii) such
party’s failure to perform any of its obligations under this Agreement regarding providing information or communication
to the Rating Agency that are required to be performed after the 17g-5 Information Provider posts the related information or communication
if the 17g-5 Information Provider fails to notify such party that it has posted such information or communication on the 17g-5
Information Provider’s Website.


 


(f)           None
of the foregoing restrictions in this Section 10.17 prohibit or restrict oral or written communications, or providing information,
between the Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such


 






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Rating Agency’s review of the ratings it assigns to the Servicer or the Special Servicer, as applicable, (ii) such Rating
Agency’s approval of the Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary
servicer or (iii) such Rating Agency’s evaluation of the Servicer’s or the Special Servicer’s, as applicable,
servicing operations in general; provided, however, that the Servicer or the Special Servicer, as applicable, shall
not provide any information relating to the Certificates or the Trust Loan to such Rating Agency in connection with such review
and evaluation by such Rating Agency unless: (x) borrower, property or deal specific identifiers are redacted; (y) such information
has already been provided to the 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 Servicer and the Special Servicer, as applicable, that it does
not intend to use such information in undertaking credit rating surveillance for any Class of Certificates (and the party providing
such information to the Rating Agency shall, upon request, certify to the Depositor that it received the confirmation described
in this clause (z); provided, however, that the Rating Agency 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) (in each case, subject to any agreement governing
the use of such information, including any engagement letter with the Depositor or any other applicable depositor).


 


The
17g-5 Information Provider shall maintain the 17g-5 Information Provider’s Website in accordance with Exchange Act Rule
17g-5(a)(3)(iii).


 


Section
10.18.       Cooperation with the Sponsor with Respect to Rights Under the Loan Agreement.  It is expressly agreed
and understand that, notwithstanding the assignment of the Loan Documents, it is expressly intended that the Sponsor get the
benefit of the provisions of any section of the Loan Agreement or securitization cooperation agreement related to
indemnification of the Loan Lender and/or its affiliates with respect to any securitization of the related Loan. Therefore,
the Depositor, the Servicer, the Special Servicer, the Certificate Administrator and Trustee hereby agree to cooperate with
the Sponsor with respect to the benefits of the provisions of any section of the Loan Agreement or securitization cooperation
agreement related to indemnification of the Loan Lender and/or its affiliates with respect to any securitization of the Trust
Loan with respect to securitization indemnification, including, without limitation, reassignment to the Sponsor of such
sections, but no other portion of the Loan Documents, to permit the Sponsor and their respective affiliates to enforce such
provisions for their respective benefits. To the extent that the Trustee is required to execute any document facilitating an
assignment under this Section 10.18, such document shall be in form and substance reasonably acceptable to the
Trustee.


 


Article
11



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section
11.1.          Intent of the Parties; Reasonableness.  The parties hereto acknowledge and agree that the purpose
of Article 11 of this Agreement is, among other things,


 






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to facilitate
compliance by any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission.
Except as expressly required by Section 11.7, Section 11.8 and Section 11.9, the Depositor shall not, and
no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other
than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the Sarbanes-Oxley Act. The parties
hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance
provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor,
in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB.
In connection with the CSMC Trust 2017-CALI, Commercial Mortgage Pass-Through Certificates, Series 2017-CALI, and any Companion
Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator,
any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor,
as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any
other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of
the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to
permit any Other Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer,
the Special Servicer, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of
the Whole Loan, reasonably believed by the Depositor or any Other Depositor, as applicable, in good faith to be necessary in order
to effect such compliance.


 


Section
11.2.         Succession; Sub-Servicers; Subcontractors.  (a) For so long as any Other Securitization Trust is
subject to the reporting requirements of the Exchange Act (in addition to any requirements contained in Section 11.7
of this Agreement), in connection with the succession to the Servicer and Special Servicer or any Sub-Servicer as servicer or
sub-servicer (to the extent such Sub-Servicer is a “servicer” meeting the criteria contemplated by Item
1108(a)(2) of Regulation AB) under this Agreement by any Person (i) into which the Servicer and Special Servicer or such
Sub-Servicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer and Special
Servicer or any such Sub-Servicer, the Servicer or Special Servicer, as applicable (depending on whether such succession
involves it or one of its Sub-Servicers), shall provide (other than in the case of a succession pursuant to an appointment
under Section 7.1 or Section 7.2, in which case the successor servicer or successor special servicer, as
applicable, shall provide) to any Other Depositor as to which the applicable Companion Loan is affected, at least five (5)
Business Days prior to the effective date of such succession or appointment as long as such disclosure prior to such
effective date would not be violative of any applicable law or confidentiality agreement (and as long as such notice is not
given by a successor servicer or successor special servicer appointed under Section 7.1 or Section 7.2), and
otherwise no later than one (1) Business Day after such effective date of succession, (x) written notice to the Depositor and
each such Other Depositor of such succession or appointment and (y) in writing and in form and substance
reasonably satisfactory to each such Other Depositor, all information relating to such successor servicer reasonably
requested by any such Other Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K pursuant
to the Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 






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(b)           For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, each of the Servicer,
the Special Servicer, any Sub-Servicer and the Certificate Administrator (each of the Servicer, the Special Servicer and the Certificate
Administrator and each Sub-Servicer, for purposes of this Section 11.12(b) and Section 11.12(c), a “Servicing
Party”) is permitted to utilize one or more Subcontractors to perform certain of its obligations hereunder. Such Servicing
Party shall promptly upon request provide to any Other Depositor as to which the applicable Companion Loan is affected, a written
description (in form and substance satisfactory to each such Other Depositor) of the role and function of each Subcontractor that
is a Servicing Function Participant utilized by such Servicing Party during the preceding calendar year, specifying (i) the identity
of such Subcontractor, and (ii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided
by each such Subcontractor. Each Servicing Party shall cause any Subcontractor utilized by such Servicing Party that is determined
to be a Servicing Function Participant to comply with the provisions of Section 11.8 and Section 11.9 of this Agreement
to the same extent as if such Subcontractor were such Servicing Party. Such Servicing Party shall obtain from each such Subcontractor
(or, in the case of each Sub-Servicer set forth on Exhibit Z, shall use commercially reasonable efforts to obtain from
such Sub-Servicer) and deliver to the applicable Persons any assessment of compliance report and related accountant’s attestation
required to be delivered by such Subcontractor under Section 11.8 and Section 11.9 of this Agreement, in each case,
as and when required to be delivered.


 


(c)           For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding the foregoing,
if a Servicing Party engages a Subcontractor in connection with the performance of any of its duties under this Agreement, such
Servicing Party shall be responsible for determining whether such Subcontractor is a “servicer” within the meaning
of Item 1101 of Regulation AB and whether such Subcontractor meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation
AB. If a Servicing Party determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer” within
the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, then such
Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement, and the engagement of such Sub-Servicer shall
not be effective unless and until notice is given to the Depositor and the Certificate Administrator, as well as any Other Depositor
as to which the applicable Companion Loan is affected, of any such Sub-Servicer and Subservicing Agreement. No Subservicing Agreement
shall be effective until five (5) Business Days after such written notice is received by the Depositor, the Certificate Administrator
and each such Other Depositor. Such notice shall contain all information reasonably necessary, and in such form as may be necessary,
to enable each Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, to accurately and timely
report the event under Item 6.02 of Form 8-K pursuant to the related Other Pooling and Servicing Agreement or otherwise (if such
reports under the Exchange Act are required to be filed under the Exchange Act).


 


(d)           For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, in connection with the
succession to the Trustee or Certificate Administrator under this Agreement by any Person (i) into which the Trustee or Certificate
Administrator may be merged or consolidated, or (ii) which may be appointed as a successor to the Trustee or Certificate Administrator,
the Trustee or Certificate Administrator, as applicable,


 






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shall notify the Depositor and each Other Depositor, at least ten (10)
Business Days prior to the effective date of such succession or appointment (or if such prior notice would be violative of applicable
law or any applicable confidentiality agreement, no later than the time required under Section 11.6 of this Agreement)
and shall furnish pursuant to Section 11.6 of this Agreement to each Other Depositor in writing and in form and substance
reasonably satisfactory to the Depositor and each Other Depositor, all information reasonably necessary for each Other Exchange
Act Reporting Party to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to the related Other Pooling
and Servicing Agreement or otherwise (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


Section
11.3.         Other Securitization Trust’s Filing Obligations. For so long as any Other Securitization Trust is
subject to the reporting requirements of the Exchange Act, the Servicer, the Special Servicer, the Certificate Administrator and
the Trustee shall (and shall cause (or, in the case of each Sub-Servicer set forth on Exhibit Z, shall use commercially
reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate
with each Other Depositor in connection with the satisfaction of each Other Securitization Trust’s reporting requirements
under the Exchange Act.


 


Section
11.4.         Form 10-D Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act, within one Business Day after the related Distribution Date (using commercially reasonable efforts), but
in no event later than noon (New York City time) on the third Business Day after the related Distribution Date, (i) the parties
as set forth on Exhibit U to this Agreement, shall be required to provide to each Other Exchange Act Reporting Party and
each Other Depositor to which the particular Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes,
to the extent a Servicing Officer or Responsible Officer thereof has knowledge thereof (other than information required by Item
1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer,
as the case may be, or any lawyer in the in-house legal department of such party), in EDGAR-compatible format (to the extent available
to such party in such format), or in such other format as otherwise agreed upon by each such Other Exchange Act Reporting Party,
each such Other Depositor and such parties, the form and substance of the Additional Form 10-D Disclosure, if applicable, and
(ii) the parties listed on Exhibit U to this Agreement shall include with such Additional Form 10-D Disclosure application
to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit Z, shall use
commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under Regulation
AB to provide, and if received, include, an Additional Disclosure Notification in the form attached as Exhibit Y to this
Agreement. The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties
listed on Exhibit U to this Agreement of their duties under this paragraph or proactively solicit or procure from such
parties any Additional Form 10-D Disclosure information.


 


Section
11.5.         Form 10-K Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act, no later than March 1, commencing in March 2018, (i) the parties listed on Exhibit V to this Agreement
shall be required to provide (and with respect to any Servicing Function Participant of such party (other than any party to this
Agreement), shall cause such Servicing Function Participant to provide) to


 






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each Other Exchange Act Reporting Party and each Other Depositor to which the particular Additional
Form 10-K Disclosure is relevant for Exchange Act Reporting purposes, to the extent a Servicing Officer or a Responsible Officer,
as the case may be, thereof has actual knowledge (other than information required by Item 1117 of Regulation AB as to such party
which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, or any lawyer in
the in house legal department of such party), in EDGAR compatible format (to the extent available to such party in such format)
or in such other format as otherwise agreed upon by each such Other Exchange Act Reporting Party, each such Other Depositor and
such providing parties, the form and substance of any Additional Form 10-K Disclosure described on Exhibit V hereto applicable
to such party, and (ii) the parties listed on Exhibit V to this Agreement shall include with such Additional Form 10-K
Disclosure applicable to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit
Z, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required
under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached as Exhibit
Y to this Agreement. The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance
by the parties listed on Exhibit V hereto of their duties under this paragraph or proactively solicit or procure from such
parties any Additional Form 10-K Disclosure information.


 


Section
11.6.          Form 8-K Disclosure.  For so long as any Other Securitization Trust is subject to the reporting
requirements of the Exchange Act, to the extent a Servicing Officer or Responsible Officer thereof has actual knowledge of
such event (other than Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing
Officer or Responsible Officer, as the case may be, or any lawyer in the in-house legal department of such party), within one
Business Day after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable
Event”) (using commercially reasonable efforts), but in no event later than 1:00 p.m. (New York City time) on the
second Business Day after the occurrence of a Reportable Event, (i) the parties set forth on Exhibit W to this
Agreement shall be required to provide (and (i) with respect to any Servicing Function Participant of such party that is a
Sub-Servicer set forth on Exhibit Z, shall use commercially reasonable efforts to cause such Servicing Function
Participant to provide, and (ii) with respect to any other Servicing Function Participant of such party (other than any party
to this Agreement), shall cause such Servicing Function Participant to provide) to each Other Depositor and each Other
Exchange Act Reporting Party to which the particular Form 8-K Disclosure Information is relevant for Exchange Act reporting
purposes, in EDGAR-compatible format (to the extent available to such party in such format) or in such other format as
otherwise agreed upon by each such Other Depositor, each such Other Exchange Act Reporting Party and such providing parties,
any Form 8-K Disclosure Information described on Exhibit W to this Agreement as applicable to such party, if
applicable, and (ii) the parties listed on Exhibit W to this Agreement shall include with such Form 8-K
Disclosure Information applicable to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set
forth on Exhibit Z, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such
party to the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification
in the form attached hereto as Exhibit Y. The Certificate Administrator has no duty under this Agreement to monitor or
enforce the


 






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performance by the parties listed on Exhibit W of their duties
under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information.


 


Section
11.7.         Annual Compliance Statements. On or before March 1 of each year, commencing in 2018, each of the Servicer,
the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of the Whole Loan) and, for so
long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator,
at its own expense, shall furnish (and each such party, (i) with respect to each Servicing Function Participant that is a Sub-Servicer
set forth on Exhibit Z with which it has entered into a servicing relationship with respect to the Whole Loan, shall use
commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing
Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to
furnish) (each such Servicing Function Participant and each of the Servicer, Special Servicer and the Certificate Administrator,
a “Certifying Servicer”) to the Certificate Administrator (who shall post it to the Certificate Administrator’s
Website) and the 17g-5 Information Provider (who shall post it to the 17g-5 Website and the 17g-5 Information Provider’s
Website), as applicable, pursuant to Section 8.14(b)) or Section 10.17, the Operating Advisor, the Trustee, the
Depositor and the Companion Loan Holders (or, in the case of the Companion Loan that is part of an Other Securitization Trust,
the applicable Other Depositor and Other Exchange Act Reporting Party), an Officer’s Certificate stating, as to the signer
thereof, that (A) a review of such Person’s activities during the preceding calendar year or portion thereof and of such
Person’s performance under this Agreement or the applicable sub-servicing agreement, as applicable, has been made under
such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Person has
fulfilled all its obligations under this Agreement or the applicable sub-servicing agreement, as applicable, in all material respects
throughout such year or portion thereof, 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. For so long as any Other Securitization
Trust is subject to the reporting requirements of the Exchange Act, promptly after receipt of each such Officer’s Certificate,
the Depositor (and, in the case of the Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor
and Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the
Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related
Servicing Function Participant with which the Servicer or the Special Servicer, as applicable, has entered into a servicing relationship
with respect to the Trust Loan or the Companion Loan in the fulfillment of any Certifying Servicer’s obligations hereunder
or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section
11.7 apply to each such Certifying Servicer that serviced the Trust Loan or the Companion Loan during the applicable period,
whether or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to
be delivered. Copies of all Officer’s Certificates delivered pursuant to this Section 11.7 shall be made available
to any Privileged Person by the Certificate Administrator by posting such Compliance Report to the Certificate Administrator’s
Website pursuant to Section 8.14(b).


 


Section
11.8.         Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 of each
year, commencing in 2018, the Servicer, the Special


 






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Servicer (regardless of whether the Special Servicer
has commenced special servicing of the Whole Loan) and, for so long as any Other Securitization Trust is subject to the reporting
requirements of the Exchange Act, the Certificate Administrator, each at its own expense, shall furnish (and each such party,
(i) with respect to each Servicing Function Participant that is a Sub-Servicer set forth on Exhibit Z with which it has
entered into a servicing relationship with respect to the Whole Loan, shall use commercially reasonable efforts to cause such
Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other
than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Servicer, the Special Servicer,
the Certificate Administrator and any Servicing Function Participant, as the case may be, a “Reporting Servicer”)
to the Certificate Administrator (who shall post it to the Certificate Administrator’s Website) and the 17g-5 Information
Provider (who shall post it to the 17g-5 Website and the 17g-5 Information Provider’s Website), as applicable, pursuant
to Section 8.14(b)) or Section 10.17, the Trustee, the Depositor and the Companion Loan Holders (or, in the case
of the Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting
Party), a report on an assessment of compliance with the Applicable Servicing Criteria that contains (A) a statement by such Reporting
Servicer of its responsibility for assessing compliance with the Applicable Servicing Criteria, (B) a statement that, to the best
of such Reporting Servicer’s knowledge, such Reporting Servicer used the Servicing Criteria to assess compliance with the
Applicable Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Applicable Servicing Criteria
as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with
the Applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof and (D) a statement that
a registered public accounting firm that is a member of the American Institute of Certified Public Accountants has issued an attestation
report on such Reporting Servicer’s assessment of compliance with the Applicable Servicing Criteria as of and for such period.
Copies of all compliance reports delivered pursuant to this Section 11.8 shall be provided to any Certificateholder, upon
the written request therefor, by the Certificate Administrator.


 


Each
such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of
the applicable company, and shall address each of the Applicable Servicing Criteria. For so long as any Other Securitization Trust
is subject to the reporting requirements of the Exchange Act, promptly after receipt of each such report, the Depositor and each
Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any
material instance of noncompliance with the Relevant Servicing Criteria.


 


(b)           On
the Closing Date, the Servicer, the Special Servicer and the Certificate Administrator each acknowledge and agree that Exhibit
L hereto sets forth the Relevant Servicing Criteria for such party.


 


(c)           No
later than 30 days after the end of each fiscal year for the Trust, the Servicer, the Special Servicer and, for so long as any
Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator shall notify
the Certificate Administrator, the Depositor, each Other Exchange Act Reporting Party and each Other Depositor as to the name
of each Servicing Function Participant utilized by it, in each case, and each such notice will specify what specific Servicing
Criteria will be addressed in the report


 






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on assessment of compliance prepared by such Servicing Function Participant. When the
Servicer, the Special Servicer and, for so long as any Other Securitization Trust is subject to the reporting requirements of
the Exchange Act, the Certificate Administrator submit their assessments pursuant to Section 11.8(a) of this Agreement,
such parties, as applicable, will also at such time include the assessment (and related attestation pursuant to Section 11.9)
of each Servicing Function Participant engaged by it. The fiscal year for the Trust shall be January 1 through and including December
31 of each calendar year.


 


(d)           In
the event the Servicer, the Special Servicer or, for so long as any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act, the Certificate Administrator is terminated or resigns pursuant to the terms of this Agreement, such party
shall provide, and each such party shall cause (or, if the Servicing Function Participant is a Sub-Servicer set forth on Exhibit
Z hereto, shall use commercially reasonable efforts to cause) any Servicing Function Participant engaged by it to provide
(and the Servicer, the Special Servicer and the Certificate Administrator shall, with respect to any Servicing Function Participant
that resigns or is terminated under any applicable servicing agreement, cause such Servicing Function Participant to provide)
an annual assessment of compliance pursuant to this Section 11.8, coupled with an attestation as required in Section
11.9 in respect of the period of time that the Servicer, the Special Servicer or, for so long as any Other Securitization
Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator was subject to this Agreement
or the period of time that the Servicing Function Participant was subject to such other servicing agreement.


 


Section
11.9.         Annual Independent Public Accountants’ Servicing Report. On or before March 1 of each year, commencing
in 2018, the Servicer, the Special Servicer and, for so long as any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act, the Certificate Administrator, each at its own expense, shall cause (and each such party, (i) with respect
to each Servicing Function Participant that is a Sub-Servicer set forth on Exhibit Z with which it has entered into a servicing
relationship with respect to the Whole Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant
to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement),
shall cause such Servicing Function Participant to furnish) a registered public accounting firm (which may also render other services
to the Servicer, the Special Servicer, the Certificate Administrator or the applicable Servicing Function Participant, as the
case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Certificate
Administrator (who shall post it to the Certificate Administrator’s Website pursuant to Section 8.14(b)), the Depositor,
the Companion Loan Holders (or, in the case of the Companion Loan that is part of an Other Securitization Trust, the applicable
Other Depositor and Other Exchange Act Reporting Party) and the 17g-5 Information Provider (who shall post it to the 17g-5 Information
Provider’s Website pursuant to Section 10.17), to the effect that (i) it has obtained a representation regarding
certain matters from the management of such Reporting Servicer, which includes an assessment from such Reporting Servicer of its
compliance with the Applicable Servicing Criteria and (ii) on the basis of an examination conducted by such firm in accordance
with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing
an opinion as to whether such Reporting Servicer’s assessment of compliance with the Servicing Criteria was fairly stated
in all material respects, or it cannot express an overall


 






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opinion
regarding such party’s assessment of compliance with the Applicable Servicing Criteria. In the event that an overall opinion
cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion.
Each accountant’s attestation report required hereunder shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of
Regulation S-X under the Act and the Exchange Act. Such report must be available for general use and not contain restricted use
language. Copies of all statements delivered pursuant to this Section 11.9 shall be made available to any Privileged Person
by the Certificate Administrator posting such statement on the Certificate Administrator’s Website pursuant to Section
8.14(b).


 


For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, promptly after receipt
of such report from the Servicer, the Special Servicer, the Certificate Administrator or any Servicing Function Participant, the
Depositor and each Other Depositor may review the report and, if applicable, consult with the Servicer, the Special Servicer or,
for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator
as to the nature of any defaults by the Servicer, the Special Servicer, the Certificate Administrator or any Servicing Function
Participant with which it has entered into a servicing relationship with respect to the Trust Loan or the Companion Loan, as the
case may be, in the fulfillment of any of the Servicer’s, the Special Servicer’s, the Certificate Administrator’s
or the applicable Servicing Function Participants’ obligations hereunder or under the applicable sub-servicing agreement.


 


Section
11.10.        Significant Obligor. If an Other Depositor has notified the Servicer in writing that a Property is a “significant
obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization Trust that includes
such Companion Loan and of the distribution date under the Other Pooling and Servicing Agreement, the Servicer shall, if the Servicer
is in receipt of (i) the updated financial statements of such “significant obligor” for any calendar quarter (other
than the fourth calendar quarter of any calendar year), beginning with the first calendar quarter following receipt of such notice
from the Other Depositor, or (ii) the updated financial statements of such “significant obligor” for any calendar
year, beginning with the calendar year following such notice from the Other Depositor, deliver to the Other Depositor and Other
Trustee, on or prior to the day that occurs two (2) Business Days prior to the related Significant Obligor NOI Quarterly Filing
Deadline or seven (7) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, (A) if
such financial statement receipt occurs twelve (12) or more Business Days prior to the related Significant Obligor NOI Quarterly
Filing Deadline or seventeen (17) or more Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as
applicable, such financial statements of such “significant obligor”, together with the net operating income of such
“significant obligor” for the applicable period as calculated by the Servicer in accordance with CREFC®
guidelines or (B) if such financial statement receipt occurs less than twelve (12) Business Days prior to the related Significant
Obligor NOI Quarterly Filing Deadline or less than seventeen (17) Business Days prior to the related Significant Obligor NOI Yearly
Filing Deadline, as applicable, such financial statements of such “significant obligor”, together with the net operating
income of such “significant obligor” for the applicable period as reported by the related Loan Borrower in such financial
statement.


 






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If
the Servicer does not receive financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form
10-K, as the case may be, of such “significant obligor” within ten Business Days after the date such financial information
is required to be delivered under the Loan Documents, the Servicer shall notify the Other Depositor with respect to such Other
Securitization Trust that includes the related Companion Loan (and shall cause each applicable sub-servicing agreement to require
any related Sub-Servicer to notify such Other Depositor) that it has not received them. The Servicer shall use efforts consistent
with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of such Other Depositor under
the Exchange Act) to obtain the periodic financial statements of the Loan Borrower under the Loan Documents.


 


The
Servicer shall (and shall cause each applicable sub-servicing agreement to require any related Sub-Servicer to) retain written
evidence of each instance in which it (or a Sub-Servicer) attempts to contact the Loan Borrower to obtain the required financial
information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D or Form 10-K, as applicable,
is required to be filed with respect to the Other Securitization Trust, shall forward an Officer’s Certificate evidencing
its attempts to obtain this information to the Other Exchange Act Reporting Party and Other Depositor related to such Other Securitization
Trust. This Officer’s Certificate should be addressed to the certificate administrator at its corporate trust office, as
specified in the related Other Pooling and Servicing Agreement.


 


Section
11.11.       Sarbanes-Oxley Backup Certification. For so long as any Other Securitization Trust is subject to the reporting
requirements of the Exchange Act, the Certificate Administrator, the Servicer and the Special Servicer shall provide (and with
respect to any other Servicing Function Participant of such party, shall cause such Servicing Function Participant to provide)
to the Person who signs the Sarbanes-Oxley Certification with respect to such Other Securitization Trust (the “Certifying
Person”) no later than March 15 of the year following the year to which the Form 10-K of such Other Securitization Trust
relates or, if March 15 is not a Business Day, on the immediately following Business Day, a certification in the form attached
to this Agreement as Exhibit AA, on which the Certifying Person, the entity for which the Certifying Person acts as an
officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification
Parties”) can reasonably rely. 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 11.11 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.


 


Section
11.12.        Indemnification. Each of the Servicer, the Special Servicer, the Certificate Administrator and the Trustee
shall indemnify and hold harmless the Depositor, each Other Depositor and any employee, director or officer of the Depositor or
any Other Depositor from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related
costs, judgments and other costs and expenses incurred by such indemnified party arising out of (i) an actual breach by the Servicer,
the Special Servicer, the Certificate Administrator or the Trustee, as the case may be, of its obligations under this Article
11 or (ii) negligence, bad faith or willful misconduct on the part of the Servicer, the Special Servicer,


 






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the Certificate Administrator or the Trustee, as applicable,
in the performance of such obligations.


 


The
Servicer, the Special Servicer and the Certificate Administrator shall cause each Servicing Function Participant of such party
that is not a Sub-Servicer set forth on Exhibit Z (and with respect to any Servicing Function Participant of such party
that is a Sub-Servicer set forth on Exhibit Z, shall use commercially reasonable efforts to cause such Servicing Function
Participant) to indemnify and hold harmless the Depositor, each Other Depositor and any employee, director or officer of the Depositor
or any Other Depositor from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses
and related costs, judgments and any other costs, fees and expenses incurred by such indemnified party arising out of (i) a breach
of its obligations to provide any of the annual compliance statements or annual servicing criteria compliance reports or attestation
reports pursuant to the applicable sub-servicing agreement or (ii) negligence, bad faith or willful misconduct its part in the
performance of such obligations or (iii) any failure by a Servicing Party (as defined in Section 11.2(b)) to identify a
Servicing Function Participant pursuant to Section 11.2(c).


 


If
the indemnification provided for in, or contemplated by, either of the prior two paragraphs is unavailable or insufficient to
hold harmless the Depositor, any Other Depositor or any employee, director or officer of the Depositor or any Other Depositor,
then the Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Additional Servicer or other Servicing
Function Participant (the “Performing Party”) shall contribute to the amount paid or payable to the indemnified
party as a result of the losses, claims, damages or liabilities of the indemnified party in such proportion as is appropriate
to reflect the relative fault of the indemnified party on the one hand and the Performing Party on the other in connection with
a breach of the Performing Party’s obligations pursuant to this Article 11 (or breach of its obligations under the
applicable sub-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
Servicer, the Special Servicer and the Certificate Administrator shall cause each Servicing Function Participant of such party
that is not a Sub-Servicer set forth on Exhibit Z (and with respect to any Servicing Function Participant of such party
that is a Sub-Servicer set forth on Exhibit Z, shall use commercially reasonable efforts to cause such Servicing Function
Participant) to agree to the foregoing indemnification and contribution obligations. This Section 11.12 shall survive the
termination of this Agreement or the earlier resignation or removal of the Servicer, the Special Servicer or the Certificate Administrator.


 


Section
11.13.       Amendments. This Article 11 may be amended by the parties hereto pursuant to Section 10.1
of this Agreement for purposes of complying with Regulation AB, the Act or the Exchange Act and/or to conform to standards developed
within the commercial mortgage-backed securities market and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s
Certificates, Rating Agency Confirmations or the consent of any Certificateholder, notwithstanding anything to the contrary contained
in this Agreement.


 


Section
11.14.         Termination of the Certificate Administrator.  Notwithstanding anything to the contrary
contained in this Agreement, the Depositor or any Other Depositor may


 






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terminate the Certificate Administrator
upon five Business Days’ notice if the Certificate Administrator fails to comply with any of its obligations under this
Article 11; provided that such termination shall not be effective until a successor Certificate Administrator shall
have accepted the appointment.


 


Section
11.15.        Termination of Sub-Servicing Agreements.  For so long as any Other Securitization Trust is
subject to the reporting requirements of the Exchange Act, each of the Servicer, the Certificate Administrator and the
Trustee, as applicable, shall (i) cause each Sub-Servicing Agreement to which it is a party to entitle the Depositor or any
Other Depositor to terminate such agreement (without compensation, termination fee or the consent of any other Person) at any
time following any failure of the applicable Sub-Servicer to any deliver any Exchange Act reporting items that such
Sub-Servicer is required to deliver under Regulation AB or as otherwise contemplated by this Article 11 and (ii)
promptly notify the Depositor and any Other Depositor following any failure of the applicable Sub-Servicer to deliver any
Exchange Act reporting items that such Sub-Servicer is required to deliver under Regulation AB or as otherwise contemplated
by this Article 11. The Depositor and any Other Depositor is hereby authorized to exercise the rights described in
clause (i) of the preceding sentence in its sole discretion. The rights of the Depositor and any Other Depositor to terminate
a Sub-Servicing Agreement as aforesaid shall not limit any right the Servicer, the Certificate Administrator or the Trustee,
as applicable, may have to terminate such Sub-Servicing Agreement.


 


Section
11.16.        Notification Requirements and Deliveries in Connection with Securitization of the Companion Loan.  (a)
Any other provision of this Article 11 to the contrary notwithstanding, including, without limitation, any deadlines
for delivery set forth in this Article 11, in connection with the requirements contained in this Article 11
that provide for the delivery of information and other items to, and the cooperation with, the Other Depositor and Other
Exchange Act Reporting Party of any Other Securitization Trust that includes the Companion Loan, no party hereunder shall be
obligated to provide any such items to or cooperate with such Other Depositor or Other Exchange Act Reporting Party (i) until
the Other Depositor or Other Exchange Act Reporting Party of such Other Securitization Trust has provided each party hereto
with not less than 30 days written notice (which shall only be required to be delivered once), and each such party shall be
entitled to rely on such notice, setting forth the contact information for such Person(s) and, except as regards the
deliveries and cooperation contemplated by Section 11.7, Section 11.8 and Section 11.9 of this
Agreement, stating that such Other Securitization Trust is subject to the reporting requirements of the Exchange Act, and
(ii) specifying in reasonable detail the information and other items not otherwise specified in this Agreement that are
requested to be delivered; provided that if Exchange Act reporting is being requested, such Other Depositor or Other Exchange
Act Reporting Party is only required to provide a single written notice to such effect. Any reasonable cost and expense of
the Servicer, Special Servicer, Trustee and Certificate Administrator in cooperating with such Other Depositor or Other
Exchange Act Reporting Party of such Other Securitization Trust (above and beyond their expressed duties hereunder) shall be
the responsibility of such Other Depositor or Other Securitization Trust. The parties hereto shall have the right to confirm
in good faith with the Other Depositor of such Other Securitization Trust as to whether applicable law requires the delivery
of the items identified in this Article 11 to such Other Depositor and Other Exchange Act Reporting Party of such
Other Securitization Trust prior to providing any of the reports or other information required to be delivered under


 






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this
Article 11 in connection therewith and (i) upon such confirmation, the parties shall comply with the deadlines for delivery
set forth in this Article 11 with respect to such Other Securitization Trust or (ii) in the absence of such confirmation,
the parties shall not be required to deliver such items; provided that no such confirmation will be required in connection
with any delivery of the items contemplated by Section 11.7, Section 11.8 and Section 11.9 of this Agreement.
Such confirmation shall be deemed given if the Other Depositor or Other Exchange Act Reporting Party for the Other Securitization
Trust provides a written statement to the effect that the Other Securitization Trust is subject to the reporting requirements
of the Exchange Act and the appropriate party hereto receives such written statement. The parties hereunder shall also have the
right to require that such Other Depositor provide them with the contact details of such Other Depositor, Other Exchange Act Reporting
Party and any other parties to the Other Pooling and Servicing Agreement relating to such Other Securitization Trust.


 


(b)           Each
of the Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall, upon reasonable prior written request
given in accordance with the terms of Section 11.16(a) above, and subject to a right of the Servicer, Special Servicer,
the Certificate Administrator or Trustee, as the case may be, to review and approve such disclosure materials, permit the Companion
Loan Holder to use such party’s description contained in the Offering Circular (updated as appropriate by the Servicer,
the Special Servicer, Certificate Administrator or Trustee, as applicable, at the reasonable cost of the Other Depositor) for
inclusion in the disclosure materials relating to any securitization of the Companion Loan.


 


(c)           The
Servicer, the Special Servicer, the Certificate Administrator and the Trustee, upon reasonable prior written request given in
accordance with the terms of Section 11.16(a) above, shall each timely provide (to the extent the reasonable cost thereof
is paid or caused to be paid by the requesting party) to the Other Depositor and any underwriters with respect to any securitization
transaction that includes the Companion Loan such opinion(s) of counsel, certifications and/or indemnification agreement(s) with
respect to the updated description referred in Section 11.16(b) with respect to such party, substantially identical to
those, if any, delivered by the Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as the case may
be, or their respective counsel, in connection with the information concerning such party in the Offering Circular and/or any
other disclosure materials relating to this Trust (updated as deemed appropriate by the Servicer, the Special Servicer, the Trustee
or the Certificate Administrator, or their respective legal counsel, as the case may be, and sufficient to comply with Regulation
AB). None of the Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall be obligated to deliver any
such item with respect to the securitization of the Companion Loan if it did not deliver a corresponding item with respect to
this Trust.


 


Article
12



REMIC ADMINISTRATION


 


Section
12.1.          REMIC Administration.  (a) The parties intend that each of the Lower-Tier REMIC and the
Upper-Tier REMIC shall constitute, and that the affairs of each of the Lower-Tier REMIC and the Upper-Tier REMIC shall be
conducted so as to qualify it as, a REMIC, and the provisions hereof shall be interpreted consistently with this
intention.


 






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(b)           The
Certificate Administrator shall make or cause to be made an election on behalf of each of the Lower-Tier REMIC and the Upper-Tier
REMIC to treat the segregated pool of assets constituting such Trust REMIC as a REMIC under the Code. Each such election shall
be made on IRS Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of
the calendar year in which the Certificates are issued.


 


(c)           The
Closing Date is hereby designated as the “Startup Day” of each of the Lower-Tier REMIC and the Upper-Tier REMIC
within the meaning of Section 860G(a)(9) of the Code. The “latest possible maturity date” of the Regular Certificates
and the Uncertificated Lower-Tier Interests for the purposes of Section 860G(a)(1) of the Code is the date that is the Rated Final
Distribution Date.


 


(d)           The
Certificate Administrator shall prepare or cause to be prepared and timely produced to the Trustee to sign (and the Trustee shall
timely sign) and file or cause to be filed with the IRS, on behalf of each of the Lower-Tier REMIC and the Upper-Tier REMIC, an
application for a taxpayer identification number for such Trust REMIC on IRS Form SS-4 or obtain such number by other permissible
means. Within thirty days of the Closing Date, the Certificate Administrator shall furnish or cause to be furnished to the IRS,
on IRS Form 8811 or as otherwise may be required by the Code, the name, title and address of the Persons that Holders of the Certificates
may contact for tax information relating thereto (and the Certificate Administrator shall act as the representative of each of
the Lower-Tier REMIC and the Upper-Tier REMIC for this purpose), together with such additional information as may be required
by such Form, and shall update such information at the time or times and in the manner required by the Code (and the Depositor
agrees within ten (10) Business Days of the Closing Date to provide any information reasonably requested by the Servicer or the
Certificate Administrator and necessary to make such filing). The Certificate Administrator shall be responsible for the preparation
of the related IRS Form W-9, if such form is requested. The Trustee shall be entitled to rely on the information contained therein,
and is hereby directed to execute such IRS Form W-9; provided, however, the Certificate Administrator shall also
be directed to execute such IRS Form W-9 (in lieu of the Trustee) if permitted by IRS regulations.


 


(e)           The
Certificate Administrator shall pay without any right of reimbursement the ordinary and usual expenses in connection with the
preparation, filing and mailing of tax information reports and returns that are incurred by it in the ordinary course of its business,
but extraordinary or unusual expenses, costs or liabilities incurred in connection with its tax-related duties under this Agreement,
including without limitation any expenses, costs or liabilities associated with audits or any administrative or judicial proceedings
with respect to the Lower-Tier REMIC or the Upper-Tier REMIC that involve the IRS or state tax authorities, shall be reimbursable
from the Trust Fund.


 


(f)           The
Certificate Administrator shall prepare, or cause to be prepared, timely furnish or cause to be furnished to the Trustee to sign
(and the Trustee shall timely sign), and the Certificate Administrator shall file or cause to be filed all federal, state and
local income or franchise or other tax and information returns for each of the Lower-Tier REMIC and the Upper-Tier REMIC as the
direct representative for such Trust REMIC. Except as provided in Section 12.1(e), the expenses of preparing and filing
such returns shall be borne by the Certificate Administrator. The Depositor shall provide on a timely basis to the Certificate


 






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Administrator or its designee such information with respect to each of the Lower-Tier REMIC and the Upper-Tier REMIC as is in
its possession, and is reasonably requested by the Certificate Administrator to enable it to perform its obligations under this
subsection, and the Certificate Administrator shall be entitled to rely on such information in the performance of its obligations
hereunder.


 


(g)           The
Certificate Administrator shall perform on behalf of each of the Lower-Tier REMIC and the Upper-Tier REMIC all reporting and other
tax compliance duties that are the responsibility of such Trust REMIC under the Code, the REMIC Provisions, or other compliance
guidance issued by the IRS or any state or local taxing authority. Among its other duties, the Certificate Administrator shall
provide (i) to the IRS or other Persons (including, but not limited to, the transferor of a Class R Certificate to a Disqualified
Organization or to an agent that has acquired a Class R Certificate on behalf of a Disqualified Organization) such information
as is necessary for the application of any tax relating to the transfer of a Class R Certificate to any Disqualified Organization
and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Depositor
shall provide on a timely basis (and in no event later than 30 days after the Certificate Administrator’s request) to the
Certificate Administrator or its designee such information with respect to each of the Lower-Tier REMIC and the Upper-Tier REMIC
as is in its possession and is reasonably requested in writing by the Certificate Administrator to enable it to perform its obligations
under this subsection.


 


(h)           The
Holder of the Class R Certificates holding the largest Percentage Interest therein 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) of the Upper-Tier REMIC and the Lower-Tier REMIC. The duties
of the Tax Matters Person and “partnership representative” for the Upper-Tier REMIC and the Lower-Tier REMIC are hereby
delegated to the Certificate Administrator as agent for the related Tax Matters Person and “partnership representative”,
and the Class R Certificateholders, by acceptance of the Class R Certificates, agree, on behalf of themselves and all successor
holders of such Class R Certificates, to such delegation to the Certificate Administrator as its agent and attorney in fact.


 


(i)           The
Certificate Administrator, the Holders of the Class R Certificates, the Servicer and the Special Servicer shall perform their
obligations under this Agreement and the REMIC Provisions in a manner consistent with the status of each of the Lower-Tier REMIC
and the Upper-Tier REMIC as a REMIC.


 


(j)           The
Certificate Administrator, any Holder of the Class R Certificates, the Servicer and the Special Servicer shall not take any action
or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to take any action, within their respective control and the scope
of their specific respective duties under this Agreement that, under the REMIC Provisions, could reasonably be expected to (i)
cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or (ii) unless permitted under Section
12.2(a), result in the imposition of a tax upon either the Lower-Tier REMIC or the Upper-Tier REMIC (including but not limited
to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on prohibited contributions as
defined in Section 860G(d)) of the Code (any such result in


 






    235 


     


    

 


clause (i) or (ii), an “Adverse REMIC Event”)
unless (A) the Certificate Administrator and the Servicer have received a Nondisqualification Opinion (at the expense of the party
seeking to take such action or of the Trust Fund if taken for the benefit of the Certificateholders) with respect to such action
or (B) the Certificate Administrator and the Servicer have received an opinion (at the expense of the party seeking to take such
action or of the Trust Fund if taken for the benefit of the Certificateholders) to the effect that such action will not cause
either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC and that no tax will actually be imposed.


 


(k)           Any
and all federal, state and local taxes imposed on the Upper-Tier REMIC or the Lower-Tier REMIC or its assets or transactions,
including, without limitation, “prohibited transaction” taxes as defined in Section 860F of the Code, and any tax
on contributions imposed by Section 860G(d) of the Code, shall be paid from the Collection Account; provided that the Servicer,
upon two (2) days prior written notice, shall remit from the Collection Account to the Certificate Administrator the amount of
any such tax that the Certificate Administrator notifies the Servicer is due; provided, further, if such taxes shall
have been imposed on account of the willful misconduct, bad faith or negligence of any party hereto, or in connection with the
breach of any representation or warranty made by any party hereto in this Agreement, then such taxes shall be paid by such party.


 


(l)           The
Certificate Administrator shall, for federal income tax purposes, maintain books and records with respect to the Lower-Tier REMIC
and the Upper-Tier REMIC on a calendar year and on an accrual basis. Notwithstanding anything to the contrary contained herein
or in the Loan Documents (but subject to Section 1.3), all amounts collected on the Trust Loan shall, for federal income
tax purposes, be allocated first to interest due and payable on the Trust Loan (including interest on overdue interest) other
than Default Interest. The books and records must be sufficient concerning the nature and amount of the investments of the Lower-Tier
REMIC and the Upper-Tier REMIC to show that such Trust REMIC has complied with the REMIC Provisions.


 


(m)           None
of the Certificate Administrator, the Trustee, the Servicer or the Special Servicer shall enter into any arrangement by which
either the Lower-Tier REMIC or the Upper-Tier REMIC will receive a fee or other compensation for services.


 


(n)           In
order to enable the Certificate Administrator to perform its duties as set forth herein, the Depositor shall provide, or cause
to be provided, to the Certificate Administrator within ten (10) days after the Closing Date, all information or data that the
Certificate Administrator reasonably determines to be relevant for tax purposes on the valuations and offering prices of the Certificates,
including, without limitation, the yield, issue prices, pricing prepayment assumption and projected cash flows of the Regular
Certificates and the Class R Certificates, as applicable, and the projected cash flows on the Trust Loan. Thereafter, the Depositor,
the Trustee, the Servicer and the Special Servicer shall provide to the Certificate Administrator, promptly upon request therefor,
any such additional information or data that the Certificate Administrator may, from time to time, reasonably request in order
to enable the Certificate Administrator to perform its duties as set forth herein. The Certificate Administrator is hereby directed
to use any and all such information or data provided by the Trustee, the Depositor, the Servicer and the Special Servicer in the
preparation of all federal, state or local income, franchise or other tax and information returns and reports for each of the
Lower-Tier


 






    236 


     


    

 


REMIC and the Upper-Tier REMIC to Certificateholders as required herein. The Depositor hereby indemnifies the Certificate
Administrator for any losses, liabilities, damages, claims or expenses of the Certificate Administrator arising from any errors
or miscalculations of the Certificate Administrator pursuant to this Section 12.1 that result from any failure of the Depositor
to provide or to cause to be provided, accurate information or data to the Certificate Administrator (but not resulting from the
methodology employed by the Certificate Administrator) on a timely basis and such indemnifications shall survive the termination
of this Agreement and the termination of the Certificate Administrator.


 


The
Certificate Administrator agrees that all such information or data so obtained by it shall be regarded as confidential information
and agrees that it shall use its best reasonable efforts to retain in confidence, and shall ensure that its officers, employees
and representatives retain in confidence, and shall not disclose, without the prior written consent of the Depositor, any or all
of such information or data, or make any use whatsoever (other than for the purposes contemplated by this Agreement) of any such
information or data without the prior written consent of the Depositor, unless such information is generally available to the
public (other than as a result of a breach of this Section 12.1) or is required by law or applicable regulations to be
disclosed.


 


Section
12.2.          Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust Fund were to acquire
a Property as Foreclosed Property and were to own and operate that Property in a manner consistent with the manner in which such
Property is currently owned and operated by the related Loan Borrower, through a Successor Manager, some portion or all of the
income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property”
for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates.


 


In
determining whether to acquire and hold the Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder,
shall take these circumstances into account and shall only acquire such Foreclosed Property if it determines, in its reasonable
judgment (after, consultation with counsel, at the expense of the Trust Fund), that either (i) there is a commercially feasible
alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results
in Rents from Real Property or (ii) the likely recovery with respect to operating such Foreclosed Property on behalf of the Trust
Fund and the Companion Loan Holders, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC
or the Upper-Tier REMIC, will exceed the likely recovery to the Trust Fund if the Trust Fund were to net lease such Foreclosed
Property or were not to acquire and hold such Foreclosed Property. If the Trust Fund acquires the Foreclosed Property, the Special
Servicer, acting on behalf of the Trustee, if the Manager would not be considered an Independent Contractor, shall either renegotiate
the applicable Management Agreement or replace the Manager with a Successor Manager (as appropriate and to the extent permitted
under such Management Agreement) so that such Foreclosed Property would be considered to be operated by an Independent Contractor.
If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of Certificateholders
and the Companion Loan Holders on a net after-tax basis to operate such Foreclosed Property in a manner such that the Lower-Tier
REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property”
under the REMIC Provisions, the


 






    237 


     


    

 


Special Servicer shall maintain or cause to be maintained such records of income and expense as
to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds
such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant
to Section 3.4.


 


Without
limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power:


 


(i)           permit
the Trust Fund to enter into, renew or extend any New Lease with respect to a Foreclosed 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 a Foreclosed 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 improvements was completed before default on the Trust
Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


(iv)           Directly
Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through an Independent
Contractor, a Foreclosed Property on any date more than ninety (90) days after its acquisition date.


 


(b)           The
Special Servicer, acting on behalf of the Trustee hereunder, shall make reasonable efforts to sell the Foreclosed Property for
its fair market value in accordance with Section 3.15. In any event, however, the Special Servicer, acting on behalf of
the Trustee hereunder, shall dispose of the Foreclosed Property as soon as is practicable but in no event later than the close
of the third calendar year following the year in which the Acquisition Date occurs unless the Special Servicer, on behalf of the
Trustee, has received (or has not been denied) an extension of time (an “Extension”) by the IRS to sell such
Foreclosed Property or an opinion of counsel to the effect that the holding by the Trust of such Foreclosed Property for an additional
specified period will neither result in the imposition of taxes on “prohibited transactions” of the Trust Fund as
defined in Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any
time that the Certificates are outstanding, in which event such period shall be extended by such additional specified period,
with the expenses of obtaining any such extension of time being an expense of the Trust Fund. If the Special Servicer, on behalf
of the Trustee, has received (or has not been denied) such Extension, then the Special Servicer, acting on behalf of the Trustee
hereunder, shall continue to attempt to sell such Foreclosed Property for its fair market value for such longer period as such
Extension permits (the “Extended Period”). If the Special Servicer, acting on behalf of the Trustee, has not
received such an Extension and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell such Foreclosed
Property, within the foregoing period or if the Special Servicer, acting on behalf of the Trustee hereunder, has received such
an Extension, and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell such Foreclosed Property
within the Extended Period, the Special Servicer shall, before the end of the above-referenced period or the Extended Period,
as the case may be, auction such Foreclosed


 






    238 


     


    

 


Property to the highest bidder (which may be the Special Servicer) in accordance with
Accepted Servicing Practices.


 


(c)           Within
thirty (30) days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate Administrator
and the Trustee a statement of accounting for such Foreclosed Property, including, without limitation, (i) the date the related
Property was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such Foreclosed Property,
(iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated from the date of acquisition
to the disposition date, and (v) such other information as the Certificate Administrator and/or Trustee may reasonably request.


 


Section
12.3.          Prohibited Transactions and Activities. The Special Servicer, on behalf of the Trust Fund, shall not permit
the sale or disposition of the Trust Loan at a time when the Trust Loan is not the subject of a breach of a representation or
is not in default or default with respect thereto is not reasonably foreseeable (except in a disposition pursuant to (i) the bankruptcy
or insolvency of the Lower-Tier REMIC or (ii) the termination of the Lower-Tier REMIC in a “qualified liquidation”
as defined in Section 860F(a)(4) of the Code), nor acquire any assets for either the Lower-Tier REMIC or the Upper-Tier REMIC
(other than Foreclosed Property), nor sell or dispose of any investments in the Collection Account or Distribution Account for
gain, nor receive any amount representing a fee or other compensation for services, nor accept any contributions to either the
Lower-Tier REMIC or the Upper-Tier REMIC (other than a cash contribution during the three-month period beginning on the Startup
Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting it to take such action) to the effect
that such disposition, acquisition, substitution or acceptance will not (a) cause either the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC, or adversely affect the status of the Regular Certificates as representing regular interests
therein, (b) affect the distribution of interest or principal on the Certificates, (c) result in the encumbrance of the assets
transferred or assigned to either the Lower-Tier REMIC or the Upper-Tier REMIC (except pursuant to the provisions of this Agreement),
or (d) cause either the Lower-Tier REMIC or the Upper-Tier REMIC to be subject to a tax on “prohibited transactions”
or “prohibited contributions” pursuant to the REMIC Provisions.


 


Section
12.4.         Indemnification with Respect to Certain Taxes and Loss of REMIC Status. (a) If either the Lower-Tier REMIC
or the Upper-Tier REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs state or local taxes, or a tax as
a result of a prohibited transaction or contribution subject to taxation under the REMIC Provisions due to the willful misconduct,
bad faith or negligent performance by the Certificate Administrator of its duties and obligations specifically set forth herein,
or by reason of the Certificate Administrator’s negligent disregard of its obligations and duties thereunder, the Certificate
Administrator shall indemnify the Trust against any and all losses, claims, damages, liabilities or expenses (“Losses”)
resulting therefrom; provided, however, the Certificate Administrator shall not be liable for any such Losses attributable
to the action or inaction of the Servicer, the Special Servicer, the Depositor, or the Holders of the Class R Certificates nor
for any such Losses resulting from misinformation provided by the Holders of the Class R Certificates, the Servicer, the Special
Servicer, or the Depositor, on which the Certificate Administrator has relied. The foregoing shall not be deemed to limit or restrict
the rights and remedies of successor Holders of the Class R Certificates at law or in equity.


 






    239 


     


    

 


If
either the Lower-Tier REMIC or the Upper-Tier REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs state
or local taxes, or a tax as a result of a prohibited transaction or contribution subject to taxation under the REMIC Provisions
due to the willful misconduct, bad faith or negligent performance of the Servicer or the Special Servicer in the performance of
its duties and obligations set forth herein, or by reason of the Servicer’s or Special Servicer’s negligent disregard
of its obligations and duties thereunder, the Servicer or the Special Servicer, as the case may be, shall indemnify the Trust
Fund against any and all losses resulting therefrom; provided, however, the Servicer or the Special Servicer, as
the case may be, shall not be liable for any such losses attributable to the action or inaction of the Certificate Administrator,
the Depositor, the Holders of the Class R Certificates nor for any such losses resulting from misinformation provided by the Certificate
Administrator, the Depositor or the Holders of the Class R Certificates on which the Servicer or the Special Servicer, as the
case may be, has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of any successor Holders
of the Class R Certificates at law or in equity.


 


[signature
pageS follow]


 






    240 


     


    

 


IN WITNESS WHEREOF, the parties hereto
have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first
above written.


	 	 	 
	 	CREDIT
    SUISSE COMMERCIAL MORTGAGE SECURITIES CORP., as Depositor
	 	 	 
	 	By:	/s/ Jack
    Hempling
	 	 	Name: Jack Hempling
	 	 	Title:   Vice President
	 	 	 
	 	KEYBANK
    NATIONAL ASSOCIATION, as Servicer
	 	 	 
	 	By:	/s/ Michael
    A. Tilden
	 	 	Name: Michael A. Tilden
	 	 	Title: Vice President
	 	 	 
	 	COHEN
    FINANCIAL, A DIVISION OF SUNTRUST BANK, as Special Servicer
	 	 	 
	 	By:	/s/ Timothy
    A. Mazzetti
	 	 	Name: Timothy A. Mazzetti
	 	 	Title:   Senior Vice President
	 	 	 
	 	U.S.
    BANK NATIONAL ASSOCIATION, as Trustee
	 	 	 
	 	By:	/s/ April
    E Lancsak
	 	 	Name: April
    E Lancsak
	 	 	Title: Vice President



 


CSMC
2017-CALI – Trust and Servicing Agreement


 






     


     


    

 


	 	U.S.
    BANK NATIONAL ASSOCIATION, as Certificate Administrator
	 	 	 
	 	By:	/s/ April
    E Lancsak
	 	 	Name: April
    E Lancsak
	 	 	Title: Vice President
	 	 	 
	 	U.S. BANK
                    NATIONAL ASSOCIATION, as Custodian




	 	 	 
	 	By:	/s/ April
    E Lancsak
	 	 	Name: April
    E Lancsak

        Title:  Vice President




	 	 	 
	 	PARK BRIDGE LENDER SERVICES, LLC, as Operating Advisor
	 	 	 
	 	By:
	Park
                                         Bridge Advisors LLC, a New York limited liability company, its sole member




 


	 	By:	Park Bridge Financial LLC, a New York limited liability company, its sole member










 


	 	By:	/s/ Robert
    J. Spinna, Jr.
	 	 	Name: Robert J. Spinna, Jr.
	 	 	Title: Managing Member



 


CSMC
2017-CALI – Trust and Servicing Agreement


 






     


     


    

 


	STATE OF	)	 
	 	)     ss:	 
	COUNTY OF	)	 


 


On this 14 day of November
2017, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned and sworn, personally appeared
Jack Hempling, to me known who, by me duly sworn, did depose and acknowledge before me and say that s/he resides at 11 Madison
Avenue; that s/he is the Vice President of Credit Suisse Commercial Mortgage Securities Carp., a Delaware corporation, the
entity described in and that executed the foregoing instrument; and that s/he signed her/his name thereto under authority of the
board of directors of said entity and on behalf of such entity.


 


WITNESS my hand and seal hereto
affixed the day and year first above written.


 


	 	 
	KAREN FAMIGHETTI

NOTARY PUBLIC STATE OF NEW YORK

No. 01FA6346469	/s/ Karen Famighetti
	NOTARY PUBLIC in and for the 

State of New York
	Qualified In New York County

My Commission Expires 07-25-2020	 



 

	My Commission expires:	 
	7/25/2020	 


 


CSMC 2017-CALI – Trust and Servicing Agreement


 




     


     


    

 


	STATE OF KS	)	 
	 	)     ss:	 
	COUNTY OF Johnson	)	 


 


On this 15th day of November
2017, before me, the undersigned, a Notary Public in and for the State of KS, duly commissioned and sworn, personally appeared Michael
A. Tilden, to me known who, by me duly sworn, did depose and acknowledge before me and say that s/he resides at _____________________________________________________;
that s/he is the Vice President of KeyBank National Association, a national banking association, the entity described in and that
executed the foregoing instrument; and that s/he signed her/his name thereto under authority of the board of directors of said
entity and on behalf of such entity.


 


WITNESS my hand and seal hereto
affixed the day and year first above written. 


	 	 
	 	/s/ Janna Oliver
	NOTARY PUBLIC in and for the 

State of KS


 


	My Commission expires:	 
	 	 


 


	 	JANNA OLIVER	 
	 	My Appointment Expires	 
	 	June 24, 2020	 


 


CSMC 2017-CALI – Trust and Servicing Agreement


 




     


     


    

 

	STATE OF	)	 
	 	)     ss:	 
	COUNTY OF 	)	 


 


On this 17th day of November
2017, before me, the undersigned, a Notary Public in and for the State of Kansas, duly commissioned and sworn, personally appeared
Tim Mazzetti, to me known who, by me duly sworn, did depose and acknowledge before me and say that s/he resides at Leawood KS;
that s/he is the Senior Vice President of Cohen Financial, a Division of SunTrust Bank, a Georgia banking corporation, the entity
described in and that executed the foregoing instrument; and that s/he signed her/his name thereto under authority of the board
of directors of said entity and on behalf of such entity.


 


WITNESS my hand and seal hereto
affixed the day and year first above written.


 


	 	 
	CHARLA HETHERINGTON

Notary Public – State of Kansas

My Appointment Expires 8/22/21	/s/ Charla Hetherington
	NOTARY PUBLIC in and for the 

State of KS


 


	[SEAL]	 
	 	 
	My Commission expires:	 
	08/22/21	 


 


CSMC 2017-CALI – Trust and Servicing Agreement


 




     


     


    
 

	STATE OF           Illinois	)	 
	 	)     ss:	 
	COUNTY OF      Cook	)	 


 


On this 17 day of November
2017, before me, the undersigned, a Notary Public in and for the State of Illinois, duly commissioned and sworn, personally appeared
April E. Lancsak, to me known who, by me duly sworn, did depose and acknowledge before me and say that she resides at Chicago,
IL; that she is the Vice President of U.S. Bank National Association, a national banking association, the entity described in and
that executed the foregoing instrument; and that she signed her name thereto under authority of the board of directors of said
entity and on behalf of such entity.


 


WITNESS my hand and seal hereto
affixed the day and year first above written.


 


	 	 
	 	/s/ Anthony J Browne
	NOTARY PUBLIC in and for the 

State of Illinois


	[SEAL]	 	 
	 	 	 
	My Commission expires:	ANTHONY J BROWNE	 
	 	Official Seal	 
	 	Notary Public – State of Illinois	 
	 	My Commission Expires Aug 22, 2021	 


 


CSMC 2017-CALI – Trust and Servicing Agreement


 




     


     


    
 

	STATE OF           Illinois	)	 
	 	)     ss:	 
	COUNTY OF      Cook	)	 


 


On this 17 day of November
2017, before me, the undersigned, a Notary Public in and for the State of Illinois, duly commissioned and sworn, personally appeared
April E. Lancsak, to me known who, by me duly sworn, did depose and acknowledge before me and say that she resides at Chicago,
IL; that she is the Vice President of U.S. Bank National Association, a national banking association, the entity described in and
that executed the foregoing instrument; and that she signed her name thereto under authority of the board of directors of said
entity and on behalf of such entity.


 


WITNESS my hand and seal hereto
affixed the day and year first above written.


 


	 	 
	 	/s/ Anthony J Browne
	NOTARY PUBLIC in and for the 

State of Illinois


	[SEAL]	 	 
	 	 	 
	My Commission expires:	ANTHONY J BROWNE	 
	 	Official Seal	 
	 	Notary Public – State of Illinois	 
	 	My Commission Expires Aug 22, 2021	 


 


CSMC 2017-CALI – Trust and Servicing Agreement


 




     


     


    
 

	STATE OF           Illinois	)	 
	 	)     ss:	 
	COUNTY OF      Cook	)	 


 


On this 17 day of November
2017, before me, the undersigned, a Notary Public in and for the State of Illinois, duly commissioned and sworn, personally appeared
April E. Lancsak, to me known who, by me duly sworn, did depose and acknowledge before me and say that she resides at Chicago,
IL; that she is the Vice President of U.S. Bank National Association, a national banking association, the entity described in and
that executed the foregoing instrument; and that she signed her name thereto under authority of the board of directors of said
entity and on behalf of such entity.


 


WITNESS my hand and seal hereto
affixed the day and year first above written.


 


	 	 
	 	/s/ Anthony J Browne
	NOTARY PUBLIC in and for the 

State of Illinois


	[SEAL]	 	 
	 	 	 
	My Commission expires:	ANTHONY J BROWNE	 
	 	Official Seal	 
	 	Notary Public – State of Illinois	 
	 	My Commission Expires Aug 22, 2021	 


 


CSMC 2017-CALI – Trust and Servicing Agreement


 




     


     


    
 

	STATE OF New York	)	 
	 	)     ss:	 
	COUNTY OF New York	)	 


 


On this 15th
day of November 2017, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned and sworn,
personally appeared Robert J. Spinna, Jr., to me known who, by me duly sworn, did depose and acknowledge before me that he is a
Managing Member of Park Bridge Financial LLC, which is the sole member of Park Bridge Advisors LLC, which in turn is sole member
of Park Bridge Lender Services LLC, the entity described in and that executed the foregoing instrument; and that he signed his
name thereto under authority of said entity and on behalf of such entity.


 


WITNESS my hand and seal hereto
affixed the day and year first above written.


 


	 	 
	 	/s/ Cathy Pampinella
	NOTARY PUBLIC in and for the 

State of New York


	[SEAL]	CATHY PAMPINELLA	 
	 	Notary Public, State of New York	 
	My Commission expires:	Registration #01PA6303022	 
	 	Qualified in Suffolk County	 
	 	Commission Expires May 12, 2018	 
	 	 	 


 




     


     


    

 


EXHIBIT A-1


 


FORM OF CLASS A CERTIFICATES


 


CLASS 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 TRUST 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 TRUST 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 TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE BORROWER, THE BORROWER SPONSOR, THE SERVICER, THE SPECIAL SERVICER, THE OPERATING


 





 



 





1 Temporary Regulation S
Global Certificate legend. 


 


2 Legend required as long
as DTC is the Depository under the Trust and Servicing Agreement. 


 


3 Global
Certificate legend. 


 







 






    A-1-1


     


    

 


 


 


ADVISOR, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE INITIAL PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE.


 


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 AN INSTITUTION THAT IS NOT A “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 ARE “ACCREDITED INVESTORS”
WITHIN THE MEANING OF 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 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 OR ENTITY THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY 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 ANY SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D


 






    A-1-2


     


    

 


OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES
ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE OR A NON-EXEMPT VIOLATION OF SIMILAR
LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS
860G(a)(1) AND 860D.


 




    A-1-3


     


    

 


CSMC TRUST 2017-CALI

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CALI, CLASS A


 


	Pass-Through Rate: 3.43134%	 	 
	 	 	 
	First Distribution Date: December 12, 2017	 	 
	 	 	 
	Aggregate Initial Certificate Balance of the Class A Certificates:  $72,700,000	 	Rated Final Distribution Date: November 2032
	 	 	 
	CUSIP:  12652F AA04

U13044 AA75

12652F AB86	 	Initial Certificate Balance of this
 Certificate:   $[______][QIB]

          $[______][Reg S]
   $[______][IAI]

	ISIN:      US12652FAA037

USU13044AA778

US12652FAB859	 	 
	 	 	 
	No.:  A-[1]	 	 


 


This certifies that [Cede & Co.]10
is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund
with respect to the Class A Certificates. The Trust Fund consists primarily of two notes secured by certain Collateral held
in trust by the Certificate Administrator on behalf of the Trust issued by a special purpose entity evidencing a portion of a fixed
rate loan (the “Trust Loan”). The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to
the Trust 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 Trust and Servicing Agreement and is bound thereby. Also issued under the Trust
and Servicing Agreement are the Class X-A, Class X-B, Class B, Class C, Class D, Class E, Class F, Class G, Class HRR
and Class R Certificates (collectively with the Class A Certificates, the “Certificates”; the Holders of


 


 






 





4 For
Rule 144A Certificates.


 


5 For
Regulation S Certificates.


 


6 For
IAI Certificates.


 


7 For
Rule 144A Certificates.


 


8 For
Regulation S Certificates.


 


9 For
IAI Certificates.


 


10 For
Global Certificate only. 







 






    A-1-4


     


    

 


Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of November 6, 2017 (the “Trust and
Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National
Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, U.S. Bank National Association, as
Certificate Administrator, as Custodian and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


This Certificate represents a “regular
interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


Pursuant to the terms of the Trust
and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date,
commencing in December 2017 (each such date, a “Distribution Date”), to the Person in whose name this Certificate
is registered as of the related Record Date, which will be the close of business on the last Business Day of the month preceding
the calendar month in which the applicable Distribution Date occurs, 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,
any Prepayment Charges then distributable, if any, and any other amounts distributable to the Class A Certificates for such
Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All distributions will be made to the
Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register or,
provided that such Certificateholder shall have provided the Trustee with a written request for payment by wire transfer, together
with wire instructions, at least five Business Days prior to the related Distribution Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the location that is specified by the Certificate Administrator in the notice to Certificateholders of such final
distribution.


 


This Certificate is limited in right
of payment to, among other things, certain collections and recoveries in respect of the Trust Loan, as more specifically set forth
herein and in the Trust and Servicing Agreement.


 


This Certificate does not purport to
summarize the Trust and Servicing Agreement, and reference is made to the Trust 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.


 






    A-1-5


     


    

 


As provided in the Trust and Servicing
Agreement, subject to certain restrictions on transfer set forth therein, 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.


 


Prior to due presentation of this Certificate
for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar,
and any agent of the Trustee, the Servicer, the Special Servicer, 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 Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Trustee, the Servicer,
the Special Servicer, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Servicer, the
Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Trust and Servicing Agreement may
be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Trustee, without the consent of any of the Certificateholders or Companion Loan Holders, in certain circumstances
specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the
Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee with the written
consent of the Holders of Certificates of each Class adversely affected by such amendment evidencing, in each case, not less than
51% 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 Trust and Servicing Agreement or of modifying in any manner the rights of the
Holders of the Certificates, except that the amendment may not (1) reduce in any manner the amount of, or delay the timing
of, payments received on the Trust Loan that are required to be distributed on any Certificate; (2) alter in any manner the
liens on any Collateral securing payments of the Trust Loan; (3) alter the obligations of the Servicer or the Trustee to make
an Advance or alter the Accepted Servicing Practices; (4) change the percentages of Voting Rights or Percentage Interests
of Certificateholders that are required to consent to any action or inaction under the Trust and Servicing Agreement; (5) adversely
affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders; or (6) amend
Section 10.1 of the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust and Servicing
Agreement may be made that changes in any manner the obligations of the Sponsor under the Loan Purchase Agreement without the consent
of the Sponsor, and the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor may,
but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement that it determines affects its rights,
duties or immunities or creates any additional liability for the Trustee, the Servicer, the Special Servicer, the Certificate Administrator
or the Operating Advisor under the Trust and Servicing Agreement. In addition, no amendment may be made to the Trust and Servicing
Agreement unless the Trustee, the Operating Advisor, the Servicer, the Special Servicer and the Certificate Administrator have
first received an Opinion of Counsel (at the expense of the party requesting the amendment, or at the Trust Fund’s expense
if the Trustee or the Certificate Administrator is the requesting party) to the effect that the amendment is authorized or permitted


 






    A-1-6


     


    

 


under the Trust and Servicing Agreement and all conditions precedent have been met and that the amendment or the exercise of any
power granted to the Servicer, the Special Servicer, the Certificate Administrator, the Depositor, the Trustee or any other specified
person in accordance with the amendment, will not result in an Adverse REMIC Event.


 


The Trust and Servicing Agreement provides
that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Certificate Administrator, the
Operating Advisor, the Depositor and the Trustee created thereby with respect to the Certificates (other than the obligation of
the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date, other than the
obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC to maintain
books and records of the Trust Fund for such period of time as it maintains its own books and records and other than the indemnification
rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator
on the final Distribution Date pursuant to Article 9 of the Trust and Servicing Agreement following the later of (i) the
final payment on the Certificates or (ii)  the liquidation of the Trust Loan (including, without limitation, the sale of the
Trust Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment of the Property and all other Collateral
for the Trust Loan; provided, however, that in no event shall the Trust 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’s, living on the date of execution of the Trust and Servicing Agreement.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose.


 


The Certificate Administrator makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Trust and Servicing
Agreement, the Certificates or the Trust Loan or related documents except as expressly set forth in the Trust and Servicing Agreement
and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.


 




    A-1-7


     


    

 


IN WITNESS WHEREOF, the Certificate
Administrator has caused this Certificate to be duly executed.


 


Dated: November 21, 2017





	 	U.S. BANK NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer







 


Certificate of Authentication


 


This is one of the Class A Certificates
referred to in the Trust and Servicing Agreement.


 


Dated: November 21, 2017


 





	 	U.S. BANK NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer


 




    A-1-8


     


    

 


SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and exchanges of
a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate] [Definitive
Certificate] have been made:


 





	Date of
 Exchange or
 Payment of
 Principal	 	 	 	Certificate
 Balance
 Prior to
 Exchange or
 Payment	 	 	 	Certificate
 Balance
 Exchanged
 or Principal
 Payment
 Made	 	 	 	Type of
 Certificate
 Exchanged
 for	 	 	 	Remaining
 Certificate
 Balance
 Following
 Such
 Exchange or
 Payment	 	 	 	Notation
 Made by
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


  



    A-1-9


     


    

 


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 Certificate and hereby authorize(s) the registration of transfer of such interest
to Assignee(s) on the Certificate Register of the Trust.


 


I (we) further direct the Certificate
Registrar to issue a new Certificate of the entire Percentage Interest represented by the within Certificate to the above-named
Assignee(s) and to deliver such Certificate to the following address: 










	 
	 
	 
	 
	Date: __________________





	 	 	 
	 	Signature by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer Identification Number:
    _________


  




    A-1-10


     


    

 


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-1-11


     


    

 


EXHIBIT A-2


 


FORM OF CLASS X-A CERTIFICATES


 


CLASS X-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 TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED
PURSUANT TO THE TERMS OF THE TRUST 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 TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE BORROWER, THE BORROWER SPONSOR, THE SERVICER, THE SPECIAL SERVICER, THE OPERATING
ADVISOR, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE INITIAL


 





 



 





1 Temporary Regulation S Global
Certificate legend.


 


2 Legend required as long as DTC
is the Depository under the Trust and Servicing Agreement.


 


3 Global Certificate legend.  


 






    A-2-1


     


    

 


PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE TRUST LOAN 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 BALANCE OF THE CLASS A CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT.


 


THIS CLASS X-A CERTIFICATE WILL NOT BE ENTITLED TO
RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


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 AN INSTITUTION THAT IS NOT A “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 ARE “ACCREDITED INVESTORS”
WITHIN THE MEANING OF 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 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 OR ENTITY THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY 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 ANY SUCH 


 






    A-2-2


     


    

 


PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES
ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE OR A NON-EXEMPT VIOLATION OF SIMILAR
LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS
860G(a)(1) AND 860D.


 




    A-2-3


     


    

 


CSMC TRUST 2017-CALI

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CALI, CLASS X-A


 


	Pass-Through Rate: Variable IO4	 	 
	 	 	 
	First Distribution Date: December 12, 2017	 	 
	 	 	 
	Aggregate Initial Notional Amount of the Class X-A Certificates:  $72,700,000	 	Rated Final Distribution Date: November 2032
	 	 	 
	CUSIP:  12652F AC65

U13044 AB56

12652F AD47	 	Initial Notional Amount of this

        Certificate:   $[______][QIB]

          $[______][Reg S]
   $[______][IAI]

	ISIN:      US12652FAC688

USU13044AB509

US12652FAD4210	 	 
	 	 	 
	No.:  X-A-[1]	 	 


 


This certifies that [Cede & Co.]11
is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund
with respect to the Class X-A Certificates. The Trust Fund consists primarily of two notes secured by certain Collateral held
in trust by the Certificate Administrator on behalf of the Trust issued by a special purpose entity evidencing a portion of a fixed
rate loan (the “Trust Loan”). The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to
the Trust 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 Trust and Servicing Agreement and is bound thereby. Also issued under the Trust
and Servicing Agreement are the Class A, Class X-B, Class B, Class C, Class D, Class E, Class F, Class G, Class
HRR and Class R


 





 



 





4 The initial Pass-Through Rate
on the Class X-A Certificates is 0.34682%.


 


5 For Rule 144A Certificates.


 


6 For Regulation S Certificates.


 


7 For IAI Certificates.


 


8 For Rule 144A Certificates.


 


9 For Regulation S Certificates.


 


10 For IAI Certificates.


 


11 For Global Certificate only.
 







 






    A-2-4


     


    

 


Certificates (collectively with the Class X-A Certificates, the “Certificates”; the Holders
of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of November 6, 2017 (the “Trust and
Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National
Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, U.S. Bank National Association, as
Certificate Administrator, as Custodian and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


This Certificate represents a “regular
interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


Pursuant to the terms of the Trust
and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date,
commencing in December 2017 (each such date, a “Distribution Date”), to the Person in whose name this Certificate
is registered as of the related Record Date, which will be the close of business on the last Business Day of the month preceding
the calendar month in which the applicable Distribution Date occurs, 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, any Prepayment
Charges then distributable, if any, and any other amounts distributable to the Class X-A Certificates for such Distribution
Date, all as more fully described in the Trust and Servicing Agreement.


 


All distributions will be made to the
Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register or,
provided that such Certificateholder shall have provided the Trustee with a written request for payment by wire transfer, together
with wire instructions, at least five Business Days prior to the related Distribution Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the location that is specified by the Certificate Administrator in the notice to Certificateholders of such final
distribution.


 


This Certificate is limited in right
of payment to, among other things, certain collections and recoveries in respect of the Trust Loan, as more specifically set forth
herein and in the Trust and Servicing Agreement.


 


This Certificate does not purport to
summarize the Trust and Servicing Agreement, and reference is made to the Trust 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.


 






    A-2-5


     


    

 


As provided in the Trust and Servicing
Agreement, subject to certain restrictions on transfer set forth therein, 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.


 


Prior to due presentation of this Certificate
for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar,
and any agent of the Trustee, the Servicer, the Special Servicer, 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 Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Trustee, the Servicer,
the Special Servicer, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Servicer, the
Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Trust and Servicing Agreement may
be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Trustee, without the consent of any of the Certificateholders or Companion Loan Holders, in certain circumstances
specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the
Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee with the written
consent of the Holders of Certificates of each Class adversely affected by such amendment evidencing, in each case, not less than
51% 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 Trust and Servicing Agreement or of modifying in any manner the rights of the
Holders of the Certificates, except that the amendment may not (1) reduce in any manner the amount of, or delay the timing
of, payments received on the Trust Loan that are required to be distributed on any Certificate; (2) alter in any manner the
liens on any Collateral securing payments of the Trust Loan; (3) alter the obligations of the Servicer or the Trustee to make
an Advance or alter the Accepted Servicing Practices; (4) change the percentages of Voting Rights or Percentage Interests
of Certificateholders that are required to consent to any action or inaction under the Trust and Servicing Agreement; (5) adversely
affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders; or (6) amend
Section 10.1 of the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust and Servicing
Agreement may be made that changes in any manner the obligations of the Sponsor under the Loan Purchase Agreement without the consent
of the Sponsor, and the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor may,
but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement that it determines affects its rights,
duties or immunities or creates any additional liability for the Trustee, the Servicer, the Special Servicer, the Certificate Administrator
or the Operating Advisor under the Trust and Servicing Agreement. In addition, no amendment may be made to the Trust and Servicing
Agreement unless the Trustee, the Operating Advisor, the Servicer, the Special Servicer and the Certificate Administrator have
first received an Opinion of Counsel (at the expense of the party requesting the amendment, or at the Trust Fund’s expense
if the Trustee or the Certificate Administrator is the requesting party) to the effect that the amendment is authorized or permitted


 






    A-2-6


     


    

 


under the Trust and Servicing Agreement and all conditions precedent have been met and that the amendment or the exercise of any
power granted to the Servicer, the Special Servicer, the Certificate Administrator, the Depositor, the Trustee or any other specified
person in accordance with the amendment, will not result in an Adverse REMIC Event.


 


The Trust and Servicing Agreement provides
that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Certificate Administrator, the
Operating Advisor, the Depositor and the Trustee created thereby with respect to the Certificates (other than the obligation of
the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date, other than the
obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC to maintain
books and records of the Trust Fund for such period of time as it maintains its own books and records and other than the indemnification
rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator
on the final Distribution Date pursuant to Article 9 of the Trust and Servicing Agreement following the later of (i) the
final payment on the Certificates or (ii)  the liquidation of the Trust Loan (including, without limitation, the sale of the
Trust Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment of the Property and all other Collateral
for the Trust Loan; provided, however, that in no event shall the Trust 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’s, living on the date of execution of the Trust and Servicing Agreement.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose.


 


The Certificate Administrator makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Trust and Servicing
Agreement, the Certificates or the Trust Loan or related documents except as expressly set forth in the Trust and Servicing Agreement
and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.


 




    A-2-7


     


    

 


IN WITNESS WHEREOF, the Certificate
Administrator has caused this Certificate to be duly executed.


 


Dated: November 21, 2017





	 	 
	 	U.S.
BANK NATIONAL ASSOCIATION, 



	 	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	
	 	 	Authorized Officer


 


Certificate of Authentication


 


This is one of the Class X-A Certificates
referred to in the Trust and Servicing Agreement.


 


Dated: November 21, 2017





	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, 
 



	 	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	
	 	 	Authorized Officer


 




    A-2-8


     


    

 


SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following exchanges of a part of this [Rule 144A
Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate] [Definitive Certificate] have
been made:


 





	Date of

Exchange	 	 	 	Notional

Amount

Prior to

Exchange	 	 	 	Notional

Amount

Exchanged	 	 	 	Type of

Certificate

Exchanged

for	 	 	 	Remaining

Notional

Amount

Following

Such

Exchange	 	 	 	Notation

Made by
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 



    A-2-9


     


    

 


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 Certificate and hereby authorize(s) the registration of transfer of such interest
to Assignee(s) on the Certificate Register of the Trust.


 


I (we) further direct the Certificate
Registrar to issue a new Certificate of the entire Percentage Interest represented by the within Certificate to the above-named
Assignee(s) and to deliver such Certificate to the following address: 










	 
	 
	 
	 
	Date: __________________





	 	 	 
	 	Signature by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer Identification Number:
    _________


  




    A-2-10


     


    

 


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-2-11


     


    

 


EXHIBIT A-3


 


FORM OF CLASS X-B CERTIFICATES


 


CLASS X-B


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL
CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED
PURSUANT TO THE TERMS OF THE TRUST 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 TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE BORROWER, THE BORROWER SPONSOR, THE SERVICER, THE SPECIAL SERVICER, THE OPERATING
ADVISOR, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE INITIAL


 





 



 





1 Temporary Regulation S Global
Certificate legend.


 


2 Legend required as long as DTC
is the Depository under the Trust and Servicing Agreement.


 


3 Global Certificate legend.  


 






    A-3-1


     


    

 


PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE TRUST LOAN 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 BALANCES 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.


 


THIS CLASS X-B CERTIFICATE WILL NOT BE ENTITLED TO
RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


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 AN INSTITUTION THAT IS NOT A “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 ARE “ACCREDITED INVESTORS”
WITHIN THE MEANING OF 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 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 OR ENTITY THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY 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 ANY SUCH


 






    A-3-2


     


    

 


PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES
ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE OR A NON-EXEMPT VIOLATION OF SIMILAR
LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS
860G(a)(1) AND 860D.


 




    A-3-3


     


    

 


CSMC TRUST 2017-CALI

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CALI, CLASS X-B


 


	Pass-Through Rate: Variable IO4	 	 
	 	 	 
	First Distribution Date: December 12, 2017	 	 
	 	 	 
	Aggregate Initial Notional Amount of the Class X-B Certificates:  $37,100,000	 	Rated Final Distribution Date: November 2032
	 	 	 
	CUSIP:  12652F AE25

U13044 AC36

12652F AF97	 	Initial Notional Amount of this
 Certificate:   $[______][QIB]

          $[______][Reg S]
    $[______][IAI]

	ISIN:      US12652FAE258

USU13044AC349

US12652FAF9910	 	 
	 	 	 
	No.:  X-B-[1]	 	 


 


This certifies that [Cede & Co.]11
is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund
with respect to the Class X-B Certificates. The Trust Fund consists primarily of two notes secured by certain Collateral held
in trust by the Certificate Administrator on behalf of the Trust issued by a special purpose entity evidencing a portion of a fixed
rate loan (the “Trust Loan”). The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to
the Trust 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 Trust and Servicing Agreement and is bound thereby. Also issued under the Trust
and Servicing Agreement are the Class A, Class X-A, Class B, Class C, Class D, Class E, Class F, Class G, Class
HRR and Class R


 





 



 





4 The initial Pass-Through Rate
on the Class X-B Certificates is 0.02412%.


 


5 For Rule 144A Certificates.


 


6 For Regulation S Certificates.


 


7 For IAI Certificates.


 


8 For Rule 144A Certificates.


 


9 For Regulation S Certificates.


 


10 For IAI Certificates.


 


11 For Global Certificate only.  







 






    A-3-4


     


    

 


Certificates (collectively with the Class X-B Certificates, the “Certificates”; the Holders
of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of November 6, 2017 (the “Trust and
Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National
Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, U.S. Bank National Association, as
Certificate Administrator, as Custodian and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


This Certificate represents a “regular
interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


Pursuant to the terms of the Trust
and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date,
commencing in December 2017 (each such date, a “Distribution Date”), to the Person in whose name this Certificate
is registered as of the related Record Date, which will be the close of business on the last Business Day of the month preceding
the calendar month in which the applicable Distribution Date occurs, 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, any Prepayment
Charges then distributable, if any, and any other amounts distributable to the Class X-B Certificates for such Distribution
Date, all as more fully described in the Trust and Servicing Agreement.


 


All distributions will be made to the
Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register or,
provided that such Certificateholder shall have provided the Trustee with a written request for payment by wire transfer, together
with wire instructions, at least five Business Days prior to the related Distribution Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the location that is specified by the Certificate Administrator in the notice to Certificateholders of such final
distribution.


 


This Certificate is limited in right
of payment to, among other things, certain collections and recoveries in respect of the Trust Loan, as more specifically set forth
herein and in the Trust and Servicing Agreement.


 


This Certificate does not purport to
summarize the Trust and Servicing Agreement, and reference is made to the Trust 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.


 






    A-3-5


     


    

 


As provided in the Trust and Servicing
Agreement, subject to certain restrictions on transfer set forth therein, 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.


 


Prior to due presentation of this Certificate
for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar,
and any agent of the Trustee, the Servicer, the Special Servicer, 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 Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Trustee, the Servicer,
the Special Servicer, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Servicer, the
Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Trust and Servicing Agreement may
be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Trustee, without the consent of any of the Certificateholders or Companion Loan Holders, in certain circumstances
specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the
Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee with the written
consent of the Holders of Certificates of each Class adversely affected by such amendment evidencing, in each case, not less than
51% 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 Trust and Servicing Agreement or of modifying in any manner the rights of the
Holders of the Certificates, except that the amendment may not (1) reduce in any manner the amount of, or delay the timing
of, payments received on the Trust Loan that are required to be distributed on any Certificate; (2) alter in any manner the
liens on any Collateral securing payments of the Trust Loan; (3) alter the obligations of the Servicer or the Trustee to make
an Advance or alter the Accepted Servicing Practices; (4) change the percentages of Voting Rights or Percentage Interests
of Certificateholders that are required to consent to any action or inaction under the Trust and Servicing Agreement; (5) adversely
affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders; or (6) amend
Section 10.1 of the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust and Servicing
Agreement may be made that changes in any manner the obligations of the Sponsor under the Loan Purchase Agreement without the consent
of the Sponsor, and the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor may,
but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement that it determines affects its rights,
duties or immunities or creates any additional liability for the Trustee, the Servicer, the Special Servicer, the Certificate Administrator
or the Operating Advisor under the Trust and Servicing Agreement. In addition, no amendment may be made to the Trust and Servicing
Agreement unless the Trustee, the Operating Advisor, the Servicer, the Special Servicer and the Certificate Administrator have
first received an Opinion of Counsel (at the expense of the party requesting the amendment, or at the Trust Fund’s expense
if the Trustee or the Certificate Administrator is the requesting party) to the effect that the amendment is authorized or permitted


 






    A-3-6


     


    

 


under the Trust and Servicing Agreement and all conditions precedent have been met and that the amendment or the exercise of any
power granted to the Servicer, the Special Servicer, the Certificate Administrator, the Depositor, the Trustee or any other specified
person in accordance with the amendment, will not result in an Adverse REMIC Event.


 


The Trust and Servicing Agreement provides
that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Certificate Administrator, the
Operating Advisor, the Depositor and the Trustee created thereby with respect to the Certificates (other than the obligation of
the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date, other than the
obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC to maintain
books and records of the Trust Fund for such period of time as it maintains its own books and records and other than the indemnification
rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator
on the final Distribution Date pursuant to Article 9 of the Trust and Servicing Agreement following the later of (i) the
final payment on the Certificates or (ii)  the liquidation of the Trust Loan (including, without limitation, the sale of the
Trust Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment of the Property and all other Collateral
for the Trust Loan; provided, however, that in no event shall the Trust 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’s, living on the date of execution of the Trust and Servicing Agreement.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose.


 


The Certificate Administrator makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Trust and Servicing
Agreement, the Certificates or the Trust Loan or related documents except as expressly set forth in the Trust and Servicing Agreement
and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.


 




    A-3-7


     


    

 


IN WITNESS WHEREOF, the Certificate
Administrator has caused this Certificate to be duly executed.


 


Dated: November 21, 2017


	 	 
	 	U.S.
BANK NATIONAL ASSOCIATION, 



	 	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	
	 	 	Authorized Officer





 


Certificate of Authentication


 


This is one of the Class X-B Certificates
referred to in the Trust and Servicing Agreement.


 


Dated: November 21, 2017


	 	 
	 	U.S.
BANK NATIONAL ASSOCIATION, 



	 	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	
	 	 	Authorized Officer


 




    A-3-8


     


    

 


SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following exchanges of a part of this [Rule 144A
Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate] [Definitive Certificate] have
been made:


 





	Date of

Exchange	 	 	 	Notional

Amount

Prior to

Exchange	 	 	 	Notional

Amount

Exchanged	 	 	 	Type of

Certificate

Exchanged

for	 	 	 	Remaining

Notional

Amount

Following

Such

Exchange	 	 	 	Notation

Made by
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


  



    A-3-9


     


    

 


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 Certificate and hereby authorize(s) the registration of transfer of such interest
to Assignee(s) on the Certificate Register of the Trust.


 


I (we) further direct the Certificate
Registrar to issue a new Certificate of the entire Percentage Interest represented by the within Certificate to the above-named
Assignee(s) and to deliver such Certificate to the following address:










	 
	 
	 
	 
	Date: __________________





	 	 	 
	 	Signature by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer Identification Number:
    _________


  




    A-3-10


     


    

 


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-3-11


     


    

 


EXHIBIT A-4


 


FORM OF CLASS B CERTIFICATES


 


CLASS B


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL
CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE TRUST 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 TRUST 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 TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE BORROWER, THE BORROWER SPONSOR, THE SERVICER, THE SPECIAL SERVICER, THE OPERATING


 





 



 


1 Temporary Regulation S Global Certificate legend.


 


2 Legend required as long as DTC is the Depository
under the Trust and Servicing Agreement.


 


3 Global Certificate legend.


 






    A-4-1


     


    

 


ADVISOR, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE INITIAL PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE.


 


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 AN INSTITUTION THAT IS NOT A “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 ARE “ACCREDITED INVESTORS”
WITHIN THE MEANING OF 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 ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CLASS B CERTIFICATE IS SUBORDINATED TO THE
CLASS A CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


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 OR ENTITY THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY 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


 






    A-4-2


     


    

 


PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF
OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES
ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE OR A NON-EXEMPT VIOLATION OF SIMILAR
LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS
860G(a)(1) AND 860D.


 




    A-4-3


     


    

 


CSMC TRUST 2017-CALI

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CALI, CLASS B


 


	Pass-Through Rate: Variable4	 
	 	 
	First Distribution Date: December 12, 2017	 
	 	 
	Aggregate Initial Certificate Balance of the 

Class B Certificates:  $17,900,000	Rated Final Distribution Date: November 2032
	 	 
	CUSIP:  12652F AG75

U13044 AD16

12652F AH57	Initial Certificate Balance of this

        Certificate:   $[______][QIB]

           $[______][Reg S]
    $[______][IAI]

	ISIN:     US12652FAG728

USU13044AD179

US12652FAH5510	 
	 	 
	No.:  B-[1]	 


 


This certifies that [Cede & Co.]11
is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund
with respect to the Class B Certificates. The Trust Fund consists primarily of two notes secured by certain Collateral held
in trust by the Certificate Administrator on behalf of the Trust issued by a special purpose entity evidencing a portion of a fixed
rate loan (the “Trust Loan”). The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to
the Trust 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 Trust and Servicing Agreement and is bound thereby. Also issued under the Trust
and Servicing Agreement are the Class A, Class X-A, Class X-B, Class C, Class D, Class E, Class F, Class G, Class
HRR and Class R


  


 






 





4 The initial Pass-Through Rate
on the Class B Certificates is 3.72816%.


 


5 For Rule 144A Certificates.


 


6 For Regulation S Certificates.


 


7 For IAI Certificates.


 


8 For Rule 144A Certificates.


 


9 For Regulation S Certificates.


 


10 For IAI Certificates.


 


11 For Global Certificate
only.  







 






    A-4-4


     


    

 


Certificates (collectively with the Class B Certificates, the “Certificates”; the Holders
of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of November 6, 2017 (the “Trust and
Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National
Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, U.S. Bank National Association, as
Certificate Administrator, as Custodian and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


This Certificate represents a “regular
interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


Pursuant to the terms of the Trust
and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date,
commencing in December 2017 (each such date, a “Distribution Date”), to the Person in whose name this Certificate
is registered as of the related Record Date, which will be the close of business on the last Business Day of the month preceding
the calendar month in which the applicable Distribution Date occurs, 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,
any Prepayment Charges then distributable, if any, and any other amounts distributable to the Class B Certificates for such
Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All distributions will be made to the
Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register or,
provided that such Certificateholder shall have provided the Trustee with a written request for payment by wire transfer, together
with wire instructions, at least five Business Days prior to the related Distribution Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the location that is specified by the Certificate Administrator in the notice to Certificateholders of such final
distribution.


 


This Certificate is limited in right
of payment to, among other things, certain collections and recoveries in respect of the Trust Loan, as more specifically set forth
herein and in the Trust and Servicing Agreement.


 


This Certificate does not purport to
summarize the Trust and Servicing Agreement, and reference is made to the Trust 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.


 






    A-4-5


     


    

 


As provided in the Trust and Servicing
Agreement, subject to certain restrictions on transfer set forth therein, 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.


 


Prior to due presentation of this Certificate
for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar,
and any agent of the Trustee, the Servicer, the Special Servicer, 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 Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Trustee, the Servicer,
the Special Servicer, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Servicer, the
Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Trust and Servicing Agreement may
be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Trustee, without the consent of any of the Certificateholders or Companion Loan Holders, in certain circumstances
specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the
Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee with the written
consent of the Holders of Certificates of each Class adversely affected by such amendment evidencing, in each case, not less than
51% 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 Trust and Servicing Agreement or of modifying in any manner the rights of the
Holders of the Certificates, except that the amendment may not (1) reduce in any manner the amount of, or delay the timing
of, payments received on the Trust Loan that are required to be distributed on any Certificate; (2) alter in any manner the
liens on any Collateral securing payments of the Trust Loan; (3) alter the obligations of the Servicer or the Trustee to make
an Advance or alter the Accepted Servicing Practices; (4) change the percentages of Voting Rights or Percentage Interests
of Certificateholders that are required to consent to any action or inaction under the Trust and Servicing Agreement; (5) adversely
affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders; or (6) amend
Section 10.1 of the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust and Servicing
Agreement may be made that changes in any manner the obligations of the Sponsor under the Loan Purchase Agreement without the consent
of the Sponsor, and the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor may,
but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement that it determines affects its rights,
duties or immunities or creates any additional liability for the Trustee, the Servicer, the Special Servicer, the Certificate Administrator
or the Operating Advisor under the Trust and Servicing Agreement. In addition, no amendment may be made to the Trust and Servicing
Agreement unless the Trustee, the Operating Advisor, the Servicer, the Special Servicer and the Certificate Administrator have
first received an Opinion of Counsel (at the expense of the party requesting the amendment, or at the Trust Fund’s expense
if the Trustee or the Certificate Administrator is the requesting party) to the effect that the amendment is authorized or permitted


 






    A-4-6


     


    

 


under the Trust and Servicing Agreement and all conditions precedent have been met and that the amendment or the exercise of any
power granted to the Servicer, the Special Servicer, the Certificate Administrator, the Depositor, the Trustee or any other specified
person in accordance with the amendment, will not result in an Adverse REMIC Event.


 


The Trust and Servicing Agreement provides
that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Certificate Administrator, the
Operating Advisor, the Depositor and the Trustee created thereby with respect to the Certificates (other than the obligation of
the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date, other than the
obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC to maintain
books and records of the Trust Fund for such period of time as it maintains its own books and records and other than the indemnification
rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator
on the final Distribution Date pursuant to Article 9 of the Trust and Servicing Agreement following the later of (i) the
final payment on the Certificates or (ii)  the liquidation of the Trust Loan (including, without limitation, the sale of the
Trust Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment of the Property and all other Collateral
for the Trust Loan; provided, however, that in no event shall the Trust 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’s, living on the date of execution of the Trust and Servicing Agreement.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose.


 


The Certificate Administrator makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Trust and Servicing
Agreement, the Certificates or the Trust Loan or related documents except as expressly set forth in the Trust and Servicing Agreement
and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.


 




    A-4-7


     


    

 


IN WITNESS WHEREOF, the Certificate
Administrator has caused this Certificate to be duly executed.


 


Dated: November 21, 2017





	 	 
	 	U.S.
BANK NATIONAL ASSOCIATION, 



	 	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	
	 	 	Authorized Officer


 


Certificate of Authentication


 


This is one of the Class B Certificates
referred to in the Trust and Servicing Agreement.


 


Dated: November 21, 2017





	 	 
	 	U.S.
BANK NATIONAL ASSOCIATION, 



	 	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	
	 	 	Authorized Officer


 




    A-4-8


     


    

 


SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and exchanges of
a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate] [Definitive
Certificate] have been made:


 





	Date of
 Exchange or
 Payment of
 Principal	 	 	 	Certificate
 Balance
 Prior to
 Exchange or
 Payment	 	 	 	Certificate
 Balance
 Exchanged
 or Principal
 Payment
 Made	 	 	 	Type of
 Certificate
 Exchanged
 for	 	 	 	Remaining
 Certificate
 Balance
 Following
 Such
 Exchange or
 Payment	 	 	 	Notation
 Made by
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 








  




    A-4-9


     


    

 


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 Certificate and hereby authorize(s) the registration of transfer of such interest
to Assignee(s) on the Certificate Register of the Trust.


 


I (we) further direct the Certificate
Registrar to issue a new Certificate of the entire Percentage Interest represented by the within Certificate to the above-named
Assignee(s) and to deliver such Certificate to the following address:










	 
	 
	 
	 
	Date: __________________





	 	 	 
	 	Signature by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer Identification Number:
    _________


  




    A-4-10


     


    

 


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-4-11


     


    

 


EXHIBIT
A-5


FORM
OF CLASS C CERTIFICATES


CLASS C


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST 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 TRUST 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 TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE BORROWER, THE BORROWER SPONSOR,
THE SERVICER, THE SPECIAL SERVICER, THE OPERATING





 






1
Temporary Regulation S Global Certificate legend.


 


2
Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


 


3
Global Certificate legend.


 



    	A-5-1 



     


    

ADVISOR,
THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE INITIAL PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE.


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 AN
INSTITUTION THAT IS NOT A “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 ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF 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 ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS
CLASS C CERTIFICATE IS SUBORDINATED TO THE CLASS A AND CLASS B CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE
TRUST AND SERVICING AGREEMENT REFERRED TO HEREIN.


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 OR ENTITY THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY 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


 



    	A-5-2 



     


    

PROVISIONS
OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF
ANY SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1)
OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING
AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER ERISA OR SECTION 4975 OF THE CODE OR A NON-EXEMPT VIOLATION OF SIMILAR LAW.


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 




    	A-5-3 



     


    

CSMC
TRUST 2017-CALI

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CALI, CLASS C


	Pass-Through
    Rate: Variable4	 
	First
    Distribution Date: December 12, 2017	 
	Aggregate
    Initial Certificate Balance of the Class C Certificates:  $19,200,000	Rated
    Final Distribution Date: November 2032
	CUSIP:       12652F
                                         AJ15

                                                                                                  U13044
                                         AE96
                     12652F
                                         AK87
	Initial
    Certificate Balance of this

    Certificate:   $[______][QIB]

                          $[______][Reg
    S]

                          $[______][IAI]
	ISIN:           US12652FAJ128

                        USU13044AE999

                        US12652FAK8410	 
	No.:  C-[1]	 


This
certifies that [Cede & Co.]11 is the registered owner of the Percentage Interest evidenced by this Certificate
in the distributions to be made from a Trust Fund with respect to the Class C Certificates. The Trust Fund consists primarily
of two notes secured by certain Collateral held in trust by the Certificate Administrator on behalf of the Trust issued by a special
purpose entity evidencing a portion of a fixed rate loan (the “Trust Loan”). The Trust Fund was created, and
the Trust Loan is to be serviced, pursuant to the Trust 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 Trust and Servicing Agreement and is
bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class X-A, Class X-B, Class B, Class
D, Class E, Class F, Class G, Class HRR and Class R





 






4
The initial Pass-Through Rate on the Class C Certificates is 3.77816%.


 


5
For Rule 144A Certificates.


 


6
For Regulation S Certificates.


 


7
For IAI Certificates.


 


8
For Rule 144A Certificates.


 


9
For Regulation S Certificates.


 


10
For IAI Certificates.


 


11
For Global Certificate only.


 



    	A-5-4 



     


    

Certificates
(collectively with the Class C Certificates, the “Certificates”; the Holders of Certificates issued under
the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of November
6, 2017 (the “Trust and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp.,
as Depositor, KeyBank National Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, U.S.
Bank National Association, as Certificate Administrator, as Custodian and as Trustee, and Park Bridge Lender Services LLC, as
Operating Advisor. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in
the Trust and Servicing Agreement.


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after
each Determination Date, commencing in December 2017 (each such date, a “Distribution Date”), to the Person
in whose name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business
Day of the month preceding the calendar month in which the applicable Distribution Date occurs, 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, any Prepayment Charges then distributable, if any, and any other amounts distributable to the Class C Certificates
for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


All
distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder shall have provided the Trustee with a written request for
payment by wire transfer, together with wire instructions, at least five Business Days prior to the related Distribution Date,
by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in
the United States and having appropriate facilities therefor. The final distribution on each Certificate shall be made in like
manner, but only upon presentment and surrender of such Certificate at the location that is specified by the Certificate Administrator
in the notice to Certificateholders of such final distribution.


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust
Loan, as more specifically set forth herein and in the Trust and Servicing Agreement.


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust 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.






    	A-5-5 



     


    

As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Certificate
Administrator, the Certificate Registrar, and any agent of the Trustee, the Servicer, the Special Servicer, 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 Trust and Servicing Agreement and for all other purposes whatsoever,
and none of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar, nor any
agent of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be
affected by any notice to the contrary.


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Trustee, without the consent of any of the Certificateholders or Companion Loan Holders,
in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended
from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and
the Trustee with the written consent of the Holders of Certificates of each Class adversely affected by such amendment evidencing,
in each case, not less than 51% 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 Trust and Servicing Agreement or of modifying in any
manner the rights of the Holders of the Certificates, except that the amendment may not (1) reduce in any manner the amount
of, or delay the timing of, payments received on the Trust Loan that are required to be distributed on any Certificate; (2) alter
in any manner the liens on any Collateral securing payments of the Trust Loan; (3) alter the obligations of the Servicer
or the Trustee to make an Advance or alter the Accepted Servicing Practices; (4) change the percentages of Voting Rights
or Percentage Interests of Certificateholders that are required to consent to any action or inaction under the Trust and Servicing
Agreement; (5) adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;
or (6) amend Section 10.1 of the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust
and Servicing Agreement may be made that changes in any manner the obligations of the Sponsor under the Loan Purchase Agreement
without the consent of the Sponsor, and the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the
Operating Advisor may, but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement that it determines
affects its rights, duties or immunities or creates any additional liability for the Trustee, the Servicer, the Special Servicer,
the Certificate Administrator or the Operating Advisor under the Trust and Servicing Agreement. In addition, no amendment may
be made to the Trust and Servicing Agreement unless the Trustee, the Operating Advisor, the Servicer, the Special Servicer and
the Certificate Administrator have first received an Opinion of Counsel (at the expense of the party requesting the amendment,
or at the Trust Fund’s expense if the Trustee or the Certificate Administrator is the requesting party) to the effect that
the amendment is authorized or permitted






    	A-5-6 



     


    

under
the Trust and Servicing Agreement and all conditions precedent have been met and that the amendment or the exercise of any power
granted to the Servicer, the Special Servicer, the Certificate Administrator, the Depositor, the Trustee or any other specified
person in accordance with the amendment, will not result in an Adverse REMIC Event.


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Depositor and the Trustee created thereby with respect to the Certificates
(other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution
Date, other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier
REMIC to maintain books and records of the Trust Fund for such period of time as it maintains its own books and records and other
than the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken
by the Certificate Administrator on the final Distribution Date pursuant to Article 9 of the Trust and Servicing Agreement
following the later of (i) the final payment on the Certificates or (ii)  the liquidation of the Trust Loan (including,
without limitation, the sale of the Trust Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment
of the Property and all other Collateral for the Trust Loan; provided, however, that in no event shall the Trust
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’s, living on the date of execution of the Trust and Servicing
Agreement.


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Trust and Servicing Agreement, the Certificates or the Trust Loan or related documents except as expressly
set forth in the Trust and Servicing Agreement and has executed this Certificate in its limited capacity as Certificate Administrator
under the Trust and Servicing Agreement.







    	A-5-7 



     


    



 

IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 

Dated: November
21, 2017

	 	 
	 	U.S. BANK NATIONAL
                                                                       ASSOCIATION, 
 



	 	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	
	 	 	Authorized Officer



 


Certificate
of Authentication


 


This
is one of the Class C Certificates referred to in the Trust and Servicing Agreement.


 


Dated:
November 21, 2017

	 	 
	 	U.S. BANK NATIONAL
                                                                       ASSOCIATION, 
 



	 	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	
	 	 	Authorized Officer


 


    	A-5-8 



     


    
 

SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The
following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global
Certificate] [Regulation S Global Certificate] [Definitive Certificate] have been made:

 


	Date
    of
 Exchange or
 Payment of
 Principal	 	 	 	Certificate

    Balance
 Prior to
 Exchange or
 Payment	 	 	 	Certificate

    Balance
 Exchanged
 or Principal
 Payment
 Made	 	 	 	Type
    of
 Certificate
 Exchanged
 for	 	 	 	Remaining

    Certificate
 Balance
 Following
 Such
 Exchange or
 Payment	 	 	 	Notation

    Made by
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	A-5-9 



     


    
 



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 Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:







	 
	 
	 
	 
	Date: __________________





	 	 	 
	 	Signature
    by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________


 



    	A-5-10 



     


    


 


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-5-11 



     


    





EXHIBIT
A-6


FORM
OF CLASS D CERTIFICATES


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 TRUST 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 TRUST 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 TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE BORROWER, THE BORROWER SPONSOR,
THE SERVICER, THE SPECIAL SERVICER, THE OPERATING





 






1
Temporary Regulation S Global Certificate legend.


 


2
Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


 


3
Global Certificate legend.


 



    	A-6-1 



     


    

ADVISOR,
THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE INITIAL PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE.


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 AN
INSTITUTION THAT IS NOT A “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 ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF 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 ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS
CLASS D CERTIFICATE IS SUBORDINATED TO THE CLASS A, CLASS B AND CLASS C CERTIFICATES AS AND TO THE EXTENT
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO HEREIN.


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 OR ENTITY THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY 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






    	A-6-2 



     


    

PROVISIONS
OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF
ANY SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1)
OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING
AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER ERISA OR SECTION 4975 OF THE CODE OR A NON-EXEMPT VIOLATION OF SIMILAR LAW.


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.




    	A-6-3 



     


    

CSMC
TRUST 2017-CALI

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CALI, CLASS D


	Pass-Through
    Rate: Variable4	 
	First
    Distribution Date: December 12, 2017	 
	Aggregate
    Initial Certificate Balance of the Class D Certificates:  $23,500,000	Rated
    Final Distribution Date: November 2032
	CUSIP:  12652F
    AL65

                   U13044 AF66

                   12652F AM47	Initial
    Certificate Balance of this

    Certificate:   $[______][QIB]

                          $[______][Reg
    S]

                          $[______][IAI]
	ISIN:      US12652FAL678

                   USU13044AF649

                   US12652FAM4110	 
	No.:  D-[1]	 


This
certifies that [Cede & Co.]11 is the registered owner of the Percentage Interest evidenced by this Certificate
in the distributions to be made from a Trust Fund with respect to the Class D Certificates. The Trust Fund consists primarily
of two notes secured by certain Collateral held in trust by the Certificate Administrator on behalf of the Trust issued by a special
purpose entity evidencing a portion of a fixed rate loan (the “Trust Loan”). The Trust Fund was created, and
the Trust Loan is to be serviced, pursuant to the Trust 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 Trust and Servicing Agreement and is
bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class X-A, Class X-B, Class B, Class
C, Class E, Class F, Class G, Class HRR and Class R





 






4
The initial Pass-Through Rate on the Class C Certificates is 3.77816%.


 


5
For Rule 144A Certificates.


 


6
For Regulation S Certificates.


 


7
For IAI Certificates.


 


8
For Rule 144A Certificates.


 


9
For Regulation S Certificates.


 


10
For IAI Certificates.


 


11 For Global Certificate
only.








    	A-6-4 



     


    

Certificates
(collectively with the Class D Certificates, the “Certificates”; the Holders of Certificates issued under
the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of November
6, 2017 (the “Trust and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp.,
as Depositor, KeyBank National Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, U.S.
Bank National Association, as Certificate Administrator, as Custodian and as Trustee, and Park Bridge Lender Services LLC, as
Operating Advisor. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in
the Trust and Servicing Agreement.


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after
each Determination Date, commencing in December 2017 (each such date, a “Distribution Date”), to the Person
in whose name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business
Day of the month preceding the calendar month in which the applicable Distribution Date occurs, 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, any Prepayment Charges then distributable, if any, and any other amounts distributable to the Class D Certificates
for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


All
distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder shall have provided the Trustee with a written request for
payment by wire transfer, together with wire instructions, at least five Business Days prior to the related Distribution Date,
by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in
the United States and having appropriate facilities therefor. The final distribution on each Certificate shall be made in like
manner, but only upon presentment and surrender of such Certificate at the location that is specified by the Certificate Administrator
in the notice to Certificateholders of such final distribution.


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust
Loan, as more specifically set forth herein and in the Trust and Servicing Agreement.


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust 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.






    	A-6-5 



     


    

As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Certificate
Administrator, the Certificate Registrar, and any agent of the Trustee, the Servicer, the Special Servicer, 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 Trust and Servicing Agreement and for all other purposes whatsoever,
and none of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar, nor any
agent of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be
affected by any notice to the contrary.


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Trustee, without the consent of any of the Certificateholders or Companion Loan Holders,
in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended
from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and
the Trustee with the written consent of the Holders of Certificates of each Class adversely affected by such amendment evidencing,
in each case, not less than 51% 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 Trust and Servicing Agreement or of modifying in any
manner the rights of the Holders of the Certificates, except that the amendment may not (1) reduce in any manner the amount
of, or delay the timing of, payments received on the Trust Loan that are required to be distributed on any Certificate; (2) alter
in any manner the liens on any Collateral securing payments of the Trust Loan; (3) alter the obligations of the Servicer
or the Trustee to make an Advance or alter the Accepted Servicing Practices; (4) change the percentages of Voting Rights
or Percentage Interests of Certificateholders that are required to consent to any action or inaction under the Trust and Servicing
Agreement; (5) adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;
or (6) amend Section 10.1 of the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust
and Servicing Agreement may be made that changes in any manner the obligations of the Sponsor under the Loan Purchase Agreement
without the consent of the Sponsor, and the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the
Operating Advisor may, but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement that it determines
affects its rights, duties or immunities or creates any additional liability for the Trustee, the Servicer, the Special Servicer,
the Certificate Administrator or the Operating Advisor under the Trust and Servicing Agreement. In addition, no amendment may
be made to the Trust and Servicing Agreement unless the Trustee, the Operating Advisor, the Servicer, the Special Servicer and
the Certificate Administrator have first received an Opinion of Counsel (at the expense of the party requesting the amendment,
or at the Trust Fund’s expense if the Trustee or the Certificate Administrator is the requesting party) to the effect that
the amendment is authorized or permitted






    	A-6-6 



     


    

under
the Trust and Servicing Agreement and all conditions precedent have been met and that the amendment or the exercise of any power
granted to the Servicer, the Special Servicer, the Certificate Administrator, the Depositor, the Trustee or any other specified
person in accordance with the amendment, will not result in an Adverse REMIC Event.


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Depositor and the Trustee created thereby with respect to the Certificates
(other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution
Date, other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier
REMIC to maintain books and records of the Trust Fund for such period of time as it maintains its own books and records and other
than the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken
by the Certificate Administrator on the final Distribution Date pursuant to Article 9 of the Trust and Servicing Agreement
following the later of (i) the final payment on the Certificates or (ii)  the liquidation of the Trust Loan (including,
without limitation, the sale of the Trust Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment
of the Property and all other Collateral for the Trust Loan; provided, however, that in no event shall the Trust 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’s, living on the date of execution of the Trust and Servicing Agreement.


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Trust and Servicing Agreement, the Certificates or the Trust Loan or related documents except as expressly
set forth in the Trust and Servicing Agreement and has executed this Certificate in its limited capacity as Certificate Administrator
under the Trust and Servicing Agreement.




    	A-6-7 



     


    



 

IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 

Dated: November
21, 2017

	 	 
	 	U.S. BANK NATIONAL
                                                                       ASSOCIATION, 
 



	 	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	
	 	 	Authorized Officer



 


Certificate
of Authentication


 


This
is one of the Class D Certificates referred to in the Trust and Servicing Agreement.


 


Dated: November
21, 2017

	 	 
	 	U.S. BANK NATIONAL
                                                                       ASSOCIATION, 
 



	 	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	
	 	 	Authorized Officer


 


    	A-6-8 



     


    
 

SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The
following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global
Certificate] [Regulation S Global Certificate] [Definitive Certificate] have been made:

 


	Date
    of
 Exchange or
 Payment of
 Principal	 	 	 	Certificate

    Balance
 Prior to
 Exchange or
 Payment	 	 	 	Certificate

    Balance
 Exchanged
 or Principal
 Payment
 Made	 	 	 	Type
    of
 Certificate
 Exchanged
 for	 	 	 	Remaining

    Certificate
 Balance
 Following
 Such
 Exchange or
 Payment	 	 	 	Notation

    Made by
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	A-6-9 



     


    
 



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 Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:







	 
	 
	 
	 
	Date: __________________





	 	 	 
	 	Signature
    by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________


 



    	A-6-10 



     


    


 


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-6-11 



     


    





EXHIBIT
A-7


FORM
OF CLASS E CERTIFICATES


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 TRUST 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 TRUST 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 TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE BORROWER, THE BORROWER SPONSOR,
THE SERVICER, THE SPECIAL SERVICER, THE OPERATING





 






1
Temporary Regulation S Global Certificate legend.


 


2
Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


 


3
Global Certificate legend.








    	A-7-1 



     


    

ADVISOR,
THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE INITIAL PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE.


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 AN
INSTITUTION THAT IS NOT A “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 ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF 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 ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS
CLASS E CERTIFICATE IS SUBORDINATED TO THE CLASS A, CLASS B, CLASS C AND CLASS D CERTIFICATES AS AND TO THE
EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO HEREIN.


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 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






    	A-7-2 



     


    

ERISA
OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH
PLAN TO ACQUIRE THIS CERTIFICATE, OTHER THAN (I) AN INSURANCE COMPANY USING ASSETS OF AN INSURANCE COMPANY GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY SUCH PURCHASE AND SUBSEQUENT HOLDING OF THE CERTIFICATES BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM
THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA AND SECTION 4975 OF THE CODE UNDER SECTIONS I AND III OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60, OR (II) A PLAN SUBJECT TO SIMILAR LAW WHERE SUCH PURCHASE AND SUBSEQUENT HOLDING WILL NOT RESULT
IN A NON-EXEMPT VIOLATION UNDER SIMILAR LAW.


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.




    	A-7-3 



     


    

CSMC
TRUST 2017-CALI

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CALI, CLASS E


	Pass-Through
    Rate: Variable4	 
	First
    Distribution Date: December 12, 2017	 
	Aggregate
    Initial Certificate Balance of the Class E Certificates:  $32,000,000	Rated
    Final Distribution Date: November 2032
	CUSIP:  12652F
    AN25

                   U13044 AG46

                   12652F AP77	Initial
    Certificate Balance of this

    Certificate:   $[______][QIB]

                          $[______][Reg
    S]

                          $[______][IAI]
	ISIN:      US12652FAN248

                   USU13044AG489

                   US12652FAP7110	 
	No.:  E-[1]	 


This
certifies that [Cede & Co.]11 is the registered owner of the Percentage Interest evidenced by this Certificate
in the distributions to be made from a Trust Fund with respect to the Class E Certificates. The Trust Fund consists primarily
of two notes secured by certain Collateral held in trust by the Certificate Administrator on behalf of the Trust issued by a special
purpose entity evidencing a portion of a fixed rate loan (the “Trust Loan”). The Trust Fund was created, and
the Trust Loan is to be serviced, pursuant to the Trust 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 Trust and Servicing Agreement and is
bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class X-A, Class X-B, Class B, Class
C, Class D, Class F, Class G, Class HRR and Class R





 






4
The initial Pass-Through Rate on the Class C Certificates is 3.77816%.


 


5
For Rule 144A Certificates.


 


6
For Regulation S Certificates.


 


7
For IAI Certificates.


 


8
For Rule 144A Certificates.


 


9
For Regulation S Certificates.


 


10
For IAI Certificates.


 


11
For Global Certificate only.








    	A-7-4 



     


    

Certificates
(collectively with the Class E Certificates, the “Certificates”; the Holders of Certificates issued under
the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of November
6, 2017 (the “Trust and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp.,
as Depositor, KeyBank National Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, U.S.
Bank National Association, as Certificate Administrator, as Custodian and as Trustee, and Park Bridge Lender Services LLC, as
Operating Advisor. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in
the Trust and Servicing Agreement.


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after
each Determination Date, commencing in December 2017 (each such date, a “Distribution Date”), to the Person
in whose name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business
Day of the month preceding the calendar month in which the applicable Distribution Date occurs, 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, any Prepayment Charges then distributable, if any, and any other amounts distributable to the Class E Certificates
for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


All
distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder shall have provided the Trustee with a written request for
payment by wire transfer, together with wire instructions, at least five Business Days prior to the related Distribution Date,
by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in
the United States and having appropriate facilities therefor. The final distribution on each Certificate shall be made in like
manner, but only upon presentment and surrender of such Certificate at the location that is specified by the Certificate Administrator
in the notice to Certificateholders of such final distribution.


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust
Loan, as more specifically set forth herein and in the Trust and Servicing Agreement.


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust 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.






    	A-7-5 



     


    

As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Certificate
Administrator, the Certificate Registrar, and any agent of the Trustee, the Servicer, the Special Servicer, 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 Trust and Servicing Agreement and for all other purposes whatsoever,
and none of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar, nor any
agent of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be
affected by any notice to the contrary.


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Trustee, without the consent of any of the Certificateholders or Companion Loan Holders,
in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended
from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and
the Trustee with the written consent of the Holders of Certificates of each Class adversely affected by such amendment evidencing,
in each case, not less than 51% 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 Trust and Servicing Agreement or of modifying in any
manner the rights of the Holders of the Certificates, except that the amendment may not (1) reduce in any manner the amount
of, or delay the timing of, payments received on the Trust Loan that are required to be distributed on any Certificate; (2) alter
in any manner the liens on any Collateral securing payments of the Trust Loan; (3) alter the obligations of the Servicer
or the Trustee to make an Advance or alter the Accepted Servicing Practices; (4) change the percentages of Voting Rights
or Percentage Interests of Certificateholders that are required to consent to any action or inaction under the Trust and Servicing
Agreement; (5) adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;
or (6) amend Section 10.1 of the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust
and Servicing Agreement may be made that changes in any manner the obligations of the Sponsor under the Loan Purchase Agreement
without the consent of the Sponsor, and the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the
Operating Advisor may, but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement that it determines
affects its rights, duties or immunities or creates any additional liability for the Trustee, the Servicer, the Special Servicer,
the Certificate Administrator or the Operating Advisor under the Trust and Servicing Agreement. In addition, no amendment may
be made to the Trust and Servicing Agreement unless the Trustee, the Operating Advisor, the Servicer, the Special Servicer and
the Certificate Administrator have first received an Opinion of Counsel (at the expense of the party requesting the amendment,
or at the Trust Fund’s expense if the Trustee or the Certificate Administrator is the requesting party) to the effect that
the amendment is authorized or permitted






    	A-7-6 



     


    

under
the Trust and Servicing Agreement and all conditions precedent have been met and that the amendment or the exercise of any power
granted to the Servicer, the Special Servicer, the Certificate Administrator, the Depositor, the Trustee or any other specified
person in accordance with the amendment, will not result in an Adverse REMIC Event.


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Depositor and the Trustee created thereby with respect to the Certificates
(other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution
Date, other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier
REMIC to maintain books and records of the Trust Fund for such period of time as it maintains its own books and records and other
than the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken
by the Certificate Administrator on the final Distribution Date pursuant to Article 9 of the Trust and Servicing Agreement
following the later of (i) the final payment on the Certificates or (ii)  the liquidation of the Trust Loan (including,
without limitation, the sale of the Trust Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment
of the Property and all other Collateral for the Trust Loan; provided, however, that in no event shall the Trust 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’s, living on the date of execution of the Trust and Servicing Agreement.


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Trust and Servicing Agreement, the Certificates or the Trust Loan or related documents except as expressly
set forth in the Trust and Servicing Agreement and has executed this Certificate in its limited capacity as Certificate Administrator
under the Trust and Servicing Agreement.




    	A-7-7 



     


    



IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 

Dated: November
21, 2017

	 	 
	 	U.S. BANK NATIONAL
                                                                       ASSOCIATION, 
 



	 	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	
	 	 	Authorized Officer



 


Certificate
of Authentication


 


This
is one of the Class E Certificates referred to in the Trust and Servicing Agreement.


 


Dated: November
21, 2017

	 	 
	 	U.S. BANK NATIONAL
                                                                       ASSOCIATION, 
 



	 	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	
	 	 	Authorized Officer


 


    	A-7-8 



     


    
 

SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The
following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global
Certificate] [Regulation S Global Certificate] [Definitive Certificate] have been made:

 


	Date
    of
 Exchange or
 Payment of
 Principal	 	 	 	Certificate

    Balance
 Prior to
 Exchange or
 Payment	 	 	 	Certificate

    Balance
 Exchanged
 or Principal
 Payment
 Made	 	 	 	Type
    of
 Certificate
 Exchanged
 for	 	 	 	Remaining

    Certificate
 Balance
 Following
 Such
 Exchange or
 Payment	 	 	 	Notation

    Made by
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	A-7-9 



     


    
 



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 Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:







	 
	 
	 
	 
	Date: __________________





	 	 	 
	 	Signature
    by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________


 



    	A-7-10 



     


    


 


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-7-11 



     


    


 


EXHIBIT A-8


 


FORM OF CLASS F CERTIFICATES


 


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 TRUST 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 TRUST 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 TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE BORROWER, THE BORROWER SPONSOR, THE SERVICER, THE SPECIAL SERVICER,
THE OPERATING


 


 



 


1 Temporary Regulation S Global
Certificate legend.


 


2 Legend required as long
as DTC is the Depository under the Trust and Servicing Agreement.


 


3 Global Certificate legend.


 



    A-8-1


     


    

 


ADVISOR, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE INITIAL PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE.


 


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 AN INSTITUTION THAT IS NOT A “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 ARE “ACCREDITED
INVESTORS” WITHIN THE MEANING OF 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 ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS CLASS F CERTIFICATE IS SUBORDINATED
TO THE CLASS A, CLASS B, CLASS C, CLASS D AND CLASS E CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND
SERVICING AGREEMENT REFERRED TO HEREIN.


 


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 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


 



    A-8-2


     


    

 


ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO ACQUIRE THIS CERTIFICATE, OTHER THAN (I) AN INSURANCE COMPANY USING ASSETS
OF AN INSURANCE COMPANY GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND SUBSEQUENT HOLDING OF THE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA AND SECTION 4975 OF THE
CODE UNDER SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, OR (II) A PLAN SUBJECT TO SIMILAR LAW WHERE SUCH
PURCHASE AND SUBSEQUENT HOLDING WILL NOT RESULT IN A NON-EXEMPT VIOLATION UNDER SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS
A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN CODE SECTIONS 860G(a)(1) AND 860D.


 



    A-8-3


     


    

 


CSMC TRUST 2017-CALI

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CALI, CLASS F


 


	Pass-Through Rate: Variable4	 
	First Distribution Date: December 12, 2017	 
	Aggregate Initial Certificate Balance of the Class F Certificates:  $30,900,000	Rated Final Distribution Date: November 2032
	CUSIP:  12652F AQ55

               U13044 AH26

               12652F AR37	Initial Certificate Balance of this

Certificate:   $[______][QIB]

                      $[______][Reg S]

                      $[______][IAI]
	ISIN:      US12652FAQ548

               USU13044AH219

               US12652FAR3810	 
	No.:  F-[1]	 


 


This certifies that [Cede
& Co.]11 is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from a Trust Fund with respect to the Class F Certificates. The Trust Fund consists primarily of two notes secured
by certain Collateral held in trust by the Certificate Administrator on behalf of the Trust issued by a special purpose entity
evidencing a portion of a fixed rate loan (the “Trust Loan”). The Trust Fund was created, and the Trust Loan
is to be serviced, pursuant to the Trust 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 Trust and Servicing Agreement and is bound thereby.
Also issued under the Trust and Servicing Agreement are the Class A, Class X-A, Class X-B, Class B, Class C, Class D,
Class E, Class G, Class HRR and Class R


 


 



 


4 The initial Pass-Through
Rate on the Class F Certificates is 3.77816%.


 


5 For Rule 144A Certificates.


 


6 For Regulation S Certificates.


 


7 For IAI Certificates.


 


8 For Rule 144A Certificates.


 


9 For Regulation S Certificates.


 


10 For IAI Certificates.


 


11 For Global Certificate
only.


 



    A-8-4


     


    

 


Certificates (collectively with the Class F Certificates, the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of November 6, 2017 (the “Trust
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National
Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, U.S. Bank National Association, as
Certificate Administrator, as Custodian and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


Pursuant to the terms
of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination
Date, commencing in December 2017 (each such date, a “Distribution Date”), to the Person in whose name this
Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day of the month
preceding the calendar month in which the applicable Distribution Date occurs, 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, any Prepayment Charges then distributable, if any, and any other amounts distributable to the Class F Certificates
for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All distributions will
be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder shall have provided the Trustee with a written request for payment by wire transfer,
together with wire instructions, at least five Business Days prior to the related Distribution Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities therefor. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender
of such Certificate at the location that is specified by the Certificate Administrator in the notice to Certificateholders of such
final distribution.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Trust Loan, as more specifically
set forth herein and in the Trust and Servicing Agreement.


 


This Certificate does
not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust 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.


 



    A-8-5


     


    

 


As provided in the Trust
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Certificate Administrator,
the Certificate Registrar, and any agent of the Trustee, the Servicer, the Special Servicer, 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 Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar, nor any agent
of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected
by any notice to the contrary.


 


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Trustee, without the consent of any of the Certificateholders or Companion Loan Holders, in certain
circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee
with the written consent of the Holders of Certificates of each Class adversely affected by such amendment evidencing, in each
case, not less than 51% 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 Trust and Servicing Agreement or of modifying in any manner
the rights of the Holders of the Certificates, except that the amendment may not (1) reduce in any manner the amount of, or
delay the timing of, payments received on the Trust Loan that are required to be distributed on any Certificate; (2) alter
in any manner the liens on any Collateral securing payments of the Trust Loan; (3) alter the obligations of the Servicer or
the Trustee to make an Advance or alter the Accepted Servicing Practices; (4) change the percentages of Voting Rights or Percentage
Interests of Certificateholders that are required to consent to any action or inaction under the Trust and Servicing Agreement;
(5) adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;
or (6) amend Section 10.1 of the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust
and Servicing Agreement may be made that changes in any manner the obligations of the Sponsor under the Loan Purchase Agreement
without the consent of the Sponsor, and the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Operating
Advisor may, but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement that it determines affects
its rights, duties or immunities or creates any additional liability for the Trustee, the Servicer, the Special Servicer, the Certificate
Administrator or the Operating Advisor under the Trust and Servicing Agreement. In addition, no amendment may be made to the Trust
and Servicing Agreement unless the Trustee, the Operating Advisor, the Servicer, the Special Servicer and the Certificate Administrator
have first received an Opinion of Counsel (at the expense of the party requesting the amendment, or at the Trust Fund’s expense
if the Trustee or the Certificate Administrator is the requesting party) to the effect that the amendment is authorized or permitted


 



    A-8-6


     


    

 


under the Trust and Servicing Agreement and all conditions precedent have been met and that the amendment or the exercise of any
power granted to the Servicer, the Special Servicer, the Certificate Administrator, the Depositor, the Trustee or any other specified
person in accordance with the amendment, will not result in an Adverse REMIC Event.


 


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Depositor and the Trustee created thereby with respect to the Certificates (other than
the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date,
other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier
REMIC to maintain books and records of the Trust Fund for such period of time as it maintains its own books and records and other
than the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken
by the Certificate Administrator on the final Distribution Date pursuant to Article 9 of the Trust and Servicing Agreement
following the later of (i) the final payment on the Certificates or (ii)  the liquidation of the Trust Loan (including,
without limitation, the sale of the Trust Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment
of the Property and all other Collateral for the Trust Loan; provided, however, that in no event shall the Trust 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’s, living on the date of execution of the Trust and Servicing Agreement.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Trust and
Servicing Agreement, the Certificates or the Trust Loan or related documents except as expressly set forth in the Trust and Servicing
Agreement and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing
Agreement.


 



    A-8-7


     


    

 

IN WITNESS WHEREOF, the Certificate Administrator has caused
this Certificate to be duly executed.


 

Dated: November 21, 2017

	 	 
	 	U.S.
BANK NATIONAL ASSOCIATION,

not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Officer



 


Certificate of Authentication


 


This is one of the Class F Certificates referred to in the Trust and Servicing Agreement.


 


Dated: November 21, 2017

	 	 
	 	U.S.
BANK NATIONAL ASSOCIATION,

not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Officer


 


    A-8-8


     


    
 

SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and exchanges of
a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate]
[Definitive Certificate] have been made:

 


	Date of
 Exchange or
 Payment of
 Principal	 	 	 	Certificate
 Balance
 Prior to
 Exchange or
 Payment	 	 	 	Certificate
 Balance
 Exchanged
 or Principal
 Payment
 Made	 	 	 	Type of
 Certificate
 Exchanged
 for	 	 	 	Remaining
 Certificate
 Balance
 Following
 Such
 Exchange or
 Payment	 	 	 	Notation
 Made by
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    A-8-9


     


    
 



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
Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register
of the Trust.


 


I (we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest
represented by the within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:







	 
	 
	 
	 
	Date: __________________





	 	 	 
	 	Signature by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer Identification Number:
    _________


 



    A-8-10


     


    


 


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-8-11


     


    

 


EXHIBIT A-9


 


FORM OF CLASS G CERTIFICATES


 


CLASS G


 


[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 TRUST 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 TRUST 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 TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE BORROWER, THE BORROWER SPONSOR, THE SERVICER, THE SPECIAL SERVICER,
THE OPERATING


 


 



 


1 Temporary Regulation S Global
Certificate legend.


 


2 Legend required as long
as DTC is the Depository under the Trust and Servicing Agreement.


 


3 Global Certificate legend.


 



    A-9-1


     


    

 


ADVISOR, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE INITIAL PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE.


 


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 AN INSTITUTION THAT IS NOT A “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 ARE “ACCREDITED
INVESTORS” WITHIN THE MEANING OF 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 ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS CLASS G CERTIFICATE IS SUBORDINATED
TO THE CLASS A, CLASS B, CLASS C, CLASS D, CLASS E AND CLASS F CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE
TRUST AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


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 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,


 



    A-9-2


     


    

 


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 ANY SUCH PLAN TO ACQUIRE THIS CERTIFICATE, OTHER THAN (I) AN INSURANCE COMPANY USING ASSETS
OF AN INSURANCE COMPANY GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND SUBSEQUENT HOLDING OF THE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA AND SECTION 4975 OF THE
CODE UNDER SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, OR (II) A PLAN SUBJECT TO SIMILAR LAW WHERE SUCH
PURCHASE AND SUBSEQUENT HOLDING WILL NOT RESULT IN A NON-EXEMPT VIOLATION UNDER SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS
A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN CODE SECTIONS 860G(a)(1) AND 860D.


 



    A-9-3


     


    

 


CSMC TRUST 2017-CALI

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CALI, CLASS G


 


	Pass-Through Rate: Variable4	 
	First Distribution Date: December 12, 2017	 
	Aggregate Initial Certificate Balance of the Class G Certificates:  $39,700,000	Rated Final Distribution Date: November 2032
	CUSIP:  12652F AS15

               U13044 AJ86

               12652F AT97	Initial Certificate Balance of this

Certificate:   $[______][QIB]

                      $[______][Reg S]

                      $[______][IAI]
	ISIN:      US12652FAS118

               USU13044AJ869

               US12652FAT9310	 
	No.:  G-[1]	 


 


This certifies that [Cede
& Co.]11 is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from a Trust Fund with respect to the Class G Certificates. The Trust Fund consists primarily of two notes secured
by certain Collateral held in trust by the Certificate Administrator on behalf of the Trust issued by a special purpose entity
evidencing a portion of a fixed rate loan (the “Trust Loan”). The Trust Fund was created, and the Trust Loan
is to be serviced, pursuant to the Trust 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 Trust and Servicing Agreement and is bound thereby.
Also issued under the Trust and Servicing Agreement are the Class A, Class X-A, Class X-B, Class B, Class C, Class D,
Class E, Class F, Class HRR and Class R


 


 



 


4 The initial Pass-Through
Rate on the Class F Certificates is 3.77816%.


 


5 For Rule 144A Certificates.


 


6 For Regulation S Certificates.


 


7 For IAI Certificates.


 


8 For Rule 144A Certificates.


 


9 For Regulation S Certificates.


 


10 For IAI Certificates.


 


11 For Global Certificate
only.


 



    A-9-4


     


    

 


Certificates (collectively with the Class G Certificates, the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of November 6, 2017 (the “Trust
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National
Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, U.S. Bank National Association, as
Certificate Administrator, as Custodian and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


Pursuant to the terms
of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination
Date, commencing in December 2017 (each such date, a “Distribution Date”), to the Person in whose name this
Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day of the month
preceding the calendar month in which the applicable Distribution Date occurs, 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, any Prepayment Charges then distributable, if any, and any other amounts distributable to the Class G Certificates
for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All distributions will
be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder shall have provided the Trustee with a written request for payment by wire transfer,
together with wire instructions, at least five Business Days prior to the related Distribution Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities therefor. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender
of such Certificate at the location that is specified by the Certificate Administrator in the notice to Certificateholders of such
final distribution.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Trust Loan, as more specifically
set forth herein and in the Trust and Servicing Agreement.


 


This Certificate does
not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust 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.


 



    A-9-5


     


    

 


As provided in the Trust
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Certificate Administrator,
the Certificate Registrar, and any agent of the Trustee, the Servicer, the Special Servicer, 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 Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar, nor any agent
of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected
by any notice to the contrary.


 


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Trustee, without the consent of any of the Certificateholders or Companion Loan Holders, in certain
circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee
with the written consent of the Holders of Certificates of each Class adversely affected by such amendment evidencing, in each
case, not less than 51% 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 Trust and Servicing Agreement or of modifying in any manner
the rights of the Holders of the Certificates, except that the amendment may not (1) reduce in any manner the amount of, or
delay the timing of, payments received on the Trust Loan that are required to be distributed on any Certificate; (2) alter
in any manner the liens on any Collateral securing payments of the Trust Loan; (3) alter the obligations of the Servicer or
the Trustee to make an Advance or alter the Accepted Servicing Practices; (4) change the percentages of Voting Rights or Percentage
Interests of Certificateholders that are required to consent to any action or inaction under the Trust and Servicing Agreement;
(5) adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;
or (6) amend Section 10.1 of the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust
and Servicing Agreement may be made that changes in any manner the obligations of the Sponsor under the Loan Purchase Agreement
without the consent of the Sponsor, and the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Operating
Advisor may, but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement that it determines affects
its rights, duties or immunities or creates any additional liability for the Trustee, the Servicer, the Special Servicer, the Certificate
Administrator or the Operating Advisor under the Trust and Servicing Agreement. In addition, no amendment may be made to the Trust
and Servicing Agreement unless the Trustee, the Operating Advisor, the Servicer, the Special Servicer and the Certificate Administrator
have first received an Opinion of Counsel (at the expense of the party requesting the amendment, or at the Trust Fund’s expense
if the Trustee or the Certificate Administrator is the requesting party) to the effect that the amendment is authorized or permitted


 



    A-9-6


     


    

 


under the Trust and Servicing Agreement and all conditions precedent have been met and that the amendment or the exercise of any
power granted to the Servicer, the Special Servicer, the Certificate Administrator, the Depositor, the Trustee or any other specified
person in accordance with the amendment, will not result in an Adverse REMIC Event.


 


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Depositor and the Trustee created thereby with respect to the Certificates (other than
the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date,
other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier
REMIC to maintain books and records of the Trust Fund for such period of time as it maintains its own books and records and other
than the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken
by the Certificate Administrator on the final Distribution Date pursuant to Article 9 of the Trust and Servicing Agreement
following the later of (i) the final payment on the Certificates or (ii)  the liquidation of the Trust Loan (including,
without limitation, the sale of the Trust Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment
of the Property and all other Collateral for the Trust Loan; provided, however, that in no event shall the Trust 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’s, living on the date of execution of the Trust and Servicing Agreement.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Trust and
Servicing Agreement, the Certificates or the Trust Loan or related documents except as expressly set forth in the Trust and Servicing
Agreement and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing
Agreement.


 



    A-9-7


     


    

 




IN WITNESS WHEREOF, the Certificate Administrator has caused
this Certificate to be duly executed.


 

Dated: November 21, 2017

	 	 
	 	U.S.
BANK NATIONAL ASSOCIATION,

not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Officer



 


Certificate of Authentication


 


This is one of the Class G Certificates referred to in the Trust and Servicing Agreement.


 


Dated: November 21, 2017

	 	 
	 	U.S.
BANK NATIONAL ASSOCIATION,

not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Officer


 


    A-9-8


     


    
 

SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and exchanges of
a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate]
[Definitive Certificate] have been made:

 


	Date of
 Exchange or
 Payment of
 Principal	 	 	 	Certificate
 Balance
 Prior to
 Exchange or
 Payment	 	 	 	Certificate
 Balance
 Exchanged
 or Principal
 Payment
 Made	 	 	 	Type of
 Certificate
 Exchanged
 for	 	 	 	Remaining
 Certificate
 Balance
 Following
 Such
 Exchange or
 Payment	 	 	 	Notation
 Made by
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    A-9-9


     


    
 



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
Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register
of the Trust.


 


I (we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest
represented by the within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:







	 
	 
	 
	 
	Date: __________________





	 	 	 
	 	Signature by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer Identification Number:
    _________


 



    A-9-10


     


    


 


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-9-11


     


    

 


EXHIBIT A-10


 


FORM OF CLASS HRR CERTIFICATES


 


CLASS HRR


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE BORROWER, THE BORROWER SPONSOR, THE SERVICER, THE SPECIAL SERVICER,
THE OPERATING ADVISOR, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE INITIAL PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE.


 


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 AN INSTITUTION THAT IS NOT A “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 ARE “ACCREDITED INVESTORS”
WITHIN THE MEANING OF 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 ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CLASS HRR CERTIFICATE IS SUBORDINATED
TO THE CLASS A, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F AND CLASS G CERTIFICATES AS AND TO


 



    A-10-1 


     


    

 


THE EXTENT SET
FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


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 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 ANY SUCH PLAN TO ACQUIRE THIS CERTIFICATE, OTHER THAN (I) AN
INSURANCE COMPANY USING ASSETS OF AN INSURANCE COMPANY GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND SUBSEQUENT
HOLDING OF THE CERTIFICATES BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406
OF ERISA AND SECTION 4975 OF THE CODE UNDER SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, OR (II) A PLAN
SUBJECT TO SIMILAR LAW WHERE SUCH PURCHASE AND SUBSEQUENT HOLDING WILL NOT RESULT IN A NON-EXEMPT VIOLATION UNDER SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS
A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN CODE SECTIONS 860G(a)(1) AND 860D.


 



    A-10-2 


     


    

 


CSMC TRUST 2017-CALI

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CALI, CLASS HRR


 


	Pass-Through Rate: Variable1	 
	 	 
	First Distribution Date: December 12, 2017	 
	 	 
	Aggregate Initial Certificate Balance of the Class HRR Certificates:  $14,100,000	Rated Final Distribution Date: November 2032
	 	 
	CUSIP:  12652F AU6	Initial Certificate Balance of this

Certificate:   $[______][QIB]
	 	 
	ISIN:      US12652FAU66	 
	 	 
	Common Code: [_]	 
	 	 
	No.:  HRR-[1]	 


 


This certifies that [_____]
is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund
with respect to the Class HRR Certificates. The Trust Fund consists primarily of two notes secured by certain Collateral held
in trust by the Certificate Administrator on behalf of the Trust issued by a special purpose entity evidencing a portion of a fixed
rate loan (the “Trust Loan”). The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to
the Trust 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 Trust and Servicing Agreement and is bound thereby. Also issued under the Trust
and Servicing Agreement are the Class A, Class X-A, Class X-B, Class B, Class C, Class D, Class E, Class F, Class G
and Class R Certificates (collectively with the Class HRR Certificates, the “Certificates”; the Holders
of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of November 6, 2017 (the “Trust
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National
Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, U.S. Bank National Association, as
Certificate Administrator, as Custodian and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 





 



 


1
The initial Pass-Through Rate on the Class HRR Certificates is 3.77816%.


 



    A-10-3 


     


    

 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


Pursuant to the terms
of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination
Date, commencing in December 2017 (each such date, a “Distribution Date”), to the Person in whose name this
Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day of the month
preceding the calendar month in which the applicable Distribution Date occurs, 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, any Prepayment Charges then distributable, if any, and any other amounts distributable to the Class HRR Certificates
for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All distributions will
be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder shall have provided the Trustee with a written request for payment by wire transfer,
together with wire instructions, at least five Business Days prior to the related Distribution Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities therefor. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender
of such Certificate at the location that is specified by the Certificate Administrator in the notice to Certificateholders of such
final distribution.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Trust Loan, as more specifically
set forth herein and in the Trust and Servicing Agreement.


 


This Certificate does
not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust 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.


 


As provided in the Trust
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Certificate Administrator,
the Certificate Registrar, and any agent of the Trustee, the Servicer, the Special Servicer, 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 Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar, nor any


 



    A-10-4 


     


    

 


agent
of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected
by any notice to the contrary.


 


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Trustee, without the consent of any of the Certificateholders or Companion Loan Holders, in certain
circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee
with the written consent of the Holders of Certificates of each Class adversely affected by such amendment evidencing, in each
case, not less than 51% 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 Trust and Servicing Agreement or of modifying in any manner
the rights of the Holders of the Certificates, except that the amendment may not (1) reduce in any manner the amount of, or
delay the timing of, payments received on the Trust Loan that are required to be distributed on any Certificate; (2) alter
in any manner the liens on any Collateral securing payments of the Trust Loan; (3) alter the obligations of the Servicer or
the Trustee to make an Advance or alter the Accepted Servicing Practices; (4) change the percentages of Voting Rights or Percentage
Interests of Certificateholders that are required to consent to any action or inaction under the Trust and Servicing Agreement;
(5) adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;
or (6) amend Section 10.1 of the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust
and Servicing Agreement may be made that changes in any manner the obligations of the Sponsor under the Loan Purchase Agreement
without the consent of the Sponsor, and the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Operating
Advisor may, but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement that it determines affects
its rights, duties or immunities or creates any additional liability for the Trustee, the Servicer, the Special Servicer, the Certificate
Administrator or the Operating Advisor under the Trust and Servicing Agreement. In addition, no amendment may be made to the Trust
and Servicing Agreement unless the Trustee, the Operating Advisor, the Servicer, the Special Servicer and the Certificate Administrator
have first received an Opinion of Counsel (at the expense of the party requesting the amendment, or at the Trust Fund’s expense
if the Trustee or the Certificate Administrator is the requesting party) to the effect that the amendment is authorized or permitted
under the Trust and Servicing Agreement and all conditions precedent have been met and that the amendment or the exercise of any
power granted to the Servicer, the Special Servicer, the Certificate Administrator, the Depositor, the Trustee or any other specified
person in accordance with the amendment, will not result in an Adverse REMIC Event.


 


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Depositor and the Trustee created thereby with respect to the Certificates (other than
the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date,
other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier
REMIC to maintain books and records of the Trust Fund for such period of time as it maintains its own books and records and other
than the indemnification rights and obligations of the parties


 



    A-10-5 


     


    

 


thereto) shall terminate upon the last action required to be taken
by the Certificate Administrator on the final Distribution Date pursuant to Article 9 of the Trust and Servicing Agreement
following the later of (i) the final payment on the Certificates or (ii)  the liquidation of the Trust Loan (including,
without limitation, the sale of the Trust Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment
of the Property and all other Collateral for the Trust Loan; provided, however, that in no event shall the Trust
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’s, living on the date of execution of the Trust and Servicing
Agreement.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Trust and
Servicing Agreement, the Certificates or the Trust Loan or related documents except as expressly set forth in the Trust and Servicing
Agreement and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing
Agreement.


 



    A-10-6 


     


    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Certificate to be duly executed.


 


Dated: November 21, 2017





	 	 
	 	U.S.
BANK NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Officer


 


Certificate of Authentication


 


This is one of the Class HRR
Certificates referred to in the Trust and Servicing Agreement.


 


Dated: November 21, 2017


	 	 
	 	U.S.
BANK NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Officer


 



    A-10-7 


     


    

 


SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and
exchanges of a part of this Definitive Certificate have been made:


 





	Date of
 Exchange or
 Payment of
 Principal	 	 	 	Certificate
 Balance
 Prior to
 Exchange or
 Payment	 	 	 	Certificate
 Balance
 Exchanged
 or Principal
 Payment
 Made	 	 	 	Type of
 Certificate
 Exchanged
 for	 	 	 	Remaining
 Certificate
 Balance
 Following
 Such
 Exchange or
 Payment	 	 	 	Notation
 Made by
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



    A-10-8 


     


    

 


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 Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I (we) further direct
the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the within Certificate to
the above-named Assignee(s) and to deliver such Certificate to the following address:


	 
	 
	 
	 
	Date: __________________





	 	 	 
	 	Signature by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer Identification Number:
    _________




 



    A-10-9 


     


    

 


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-10-10 


     


    

 


EXHIBIT A-11


 


FORM OF CLASS R CERTIFICATES


 


CLASS R


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE BORROWER SPONSOR, THE BORROWER, THE SERVICER, THE SPECIAL SERVICER,
THE OPERATING ADVISOR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE INITIAL PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN 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) 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 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 PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF
SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


THIS CERTIFICATE REPRESENTS A “RESIDUAL
INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE OF THIS


 



    A-11-1 


     


    

 


CERTIFICATE, BY ACCEPTANCE HEREOF,
IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, NON-U.S.
PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION 5.3 OF THE TSA, 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. BECAUSE THIS CERTIFICATE REPRESENTS MULTIPLE “NON-ECONOMIC RESIDUAL
INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), 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-11-2 


     


    

 


CSMC TRUST 2017-CALI

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CALI, CLASS R


 


	Percentage Interest:  [     ]%
	 
	Cut Off Date:  November 6, 2017
	 
	CUSIP:  12652F AW2
	 
	ISIN:     US12652FAW23
	 
	No.:  R-[1]


 


This certifies that [_____]
is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund
with respect to the Class R Certificates. The Trust Fund consists primarily of two notes secured by certain Collateral held
in trust by the Certificate Administrator on behalf of the Trust issued by a special purpose entity evidencing a portion of a fixed
rate loan (the “Trust Loan”). The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to
the Trust 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 Trust and Servicing Agreement and is bound thereby. Also issued under the Trust
and Servicing Agreement are the Class A, Class X-A, Class X-B, Class B, Class C, Class D, Class E, Class F, Class G
and Class HRR Certificates (collectively with the Class R Certificates, the “Certificates”; the Holders
of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of November 6, 2017 (the “Trust
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National
Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, U.S. Bank National Association, as
Certificate Administrator, as Custodian and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


This Certificate represents
the “residual interest” in two “real estate mortgage investment conduits,” as those terms are defined,
respectively, in Sections 860G(a)(2) and 860D of the Internal Revenue Code of 1986, as amended. The Holder of the largest Percentage
Interest in the Class R Certificates shall be the “tax matters person” for each Trust REMIC pursuant to Treasury Regulations
Section 1.860F-4(d) and the “partnership representative” of each Trust REMIC (within the meaning of Section 6223 of
the Internal Revenue Code, to the extent such provision is applicable to the Trust REMICs), and the Certificate Administrator is
hereby


 



    A-11-3 


     


    

 


irrevocably designated and shall serve as attorney-in-fact and agent for any such Person that is the “tax matters
person” and “partnership representative”.


 


Pursuant to the terms
of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination
Date, commencing in December 2017 (each such date, a “Distribution Date”), to the Person in whose name this
Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day of the month
preceding the calendar month in which the applicable Distribution Date occurs, 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, any Prepayment Charges then distributable, if any, and any other amounts distributable to the Class R Certificates
for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All distributions will
be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder shall have provided the Trustee with a written request for payment by wire transfer,
together with wire instructions, at least five Business Days prior to the related Distribution Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities therefor. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender
of such Certificate at the location that is specified by the Certificate Administrator in the notice to Certificateholders of such
final distribution.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Trust Loan, as more specifically
set forth herein and in the Trust and Servicing Agreement.


 


This Certificate does
not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust 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.


 


As provided in the Trust
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Certificate Administrator,
the Certificate Registrar, and any agent of the Trustee, the Servicer, the Special Servicer, 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 Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar, nor any


 



    A-11-4 


     


    

 


agent
of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected
by any notice to the contrary.


 


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Trustee, without the consent of any of the Certificateholders or Companion Loan Holders, in certain
circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee
with the written consent of the Holders of Certificates of each Class adversely affected by such amendment evidencing, in each
case, not less than 51% 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 Trust and Servicing Agreement or of modifying in any manner
the rights of the Holders of the Certificates, except that the amendment may not (1) reduce in any manner the amount of, or
delay the timing of, payments received on the Trust Loan that are required to be distributed on any Certificate; (2) alter
in any manner the liens on any Collateral securing payments of the Trust Loan; (3) alter the obligations of the Servicer or
the Trustee to make an Advance or alter the Accepted Servicing Practices; (4) change the percentages of Voting Rights or Percentage
Interests of Certificateholders that are required to consent to any action or inaction under the Trust and Servicing Agreement;
(5) adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;
or (6) amend Section 10.1 of the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust
and Servicing Agreement may be made that changes in any manner the obligations of the Sponsor under the Loan Purchase Agreement
without the consent of the Sponsor, and the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Operating
Advisor may, but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement that it determines affects
its rights, duties or immunities or creates any additional liability for the Trustee, the Servicer, the Special Servicer, the Certificate
Administrator or the Operating Advisor under the Trust and Servicing Agreement. In addition, no amendment may be made to the Trust
and Servicing Agreement unless the Trustee, the Operating Advisor, the Servicer, the Special Servicer and the Certificate Administrator
have first received an Opinion of Counsel (at the expense of the party requesting the amendment, or at the Trust Fund’s expense
if the Trustee or the Certificate Administrator is the requesting party) to the effect that the amendment is authorized or permitted
under the Trust and Servicing Agreement and all conditions precedent have been met and that the amendment or the exercise of any
power granted to the Servicer, the Special Servicer, the Certificate Administrator, the Depositor, the Trustee or any other specified
person in accordance with the amendment, will not result in an Adverse REMIC Event.


 


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Depositor and the Trustee created thereby with respect to the Certificates (other than
the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date,
other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier
REMIC to maintain books and records of the Trust Fund for such period of time as it maintains its own books and records and other
than the indemnification rights and obligations of the parties


 



    A-11-5 


     


    

 


thereto) shall terminate upon the last action required to be taken
by the Certificate Administrator on the final Distribution Date pursuant to Article 9 of the Trust and Servicing Agreement
following the later of (i) the final payment on the Certificates or (ii)  the liquidation of the Trust Loan (including,
without limitation, the sale of the Trust Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment
of the Property and all other Collateral for the Trust Loan; provided, however, that in no event shall the Trust
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’s, living on the date of execution of the Trust and Servicing
Agreement.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Trust and
Servicing Agreement, the Certificates or the Trust Loan or related documents except as expressly set forth in the Trust and Servicing
Agreement and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing
Agreement.


 



    A-11-6 


     


    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Certificate to be duly executed.


 


Dated: November 21, 2017





	 	 
	 	U.S.
BANK NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Officer


 


Certificate of Authentication


 


This is one of the Class R
Certificates referred to in the Trust and Servicing Agreement.


 


Dated: November 21, 2017





	 	 
	 	U.S.
BANK NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Officer


 



    A-11-7 


     


    

  


SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and
exchanges of a part of this Definitive Certificate have been made:


 





	Date of
 Exchange or
 Payment of
 Principal	 	 	 	Certificate
 Balance
 Prior to
 Exchange or
 Payment	 	 	 	Certificate
 Balance
 Exchanged
 or Principal
 Payment
 Made	 	 	 	Type of
 Certificate
 Exchanged
 for	 	 	 	Remaining
 Certificate
 Balance
 Following
 Such
 Exchange or
 Payment	 	 	 	Notation
 Made by
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



    A-11-8 


     


    

 


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 Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I (we) further direct
the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the within Certificate to
the above-named Assignee(s) and to deliver such Certificate to the following address:


	 
	 
	 
	 
	Date: __________________





	 	 	 
	 	Signature by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer Identification Number:
    _________




 



    A-11-9 


     


    

  


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-11-10 


     


    

 


EXHIBIT B


 


FORM OF REQUEST FOR RELEASE

(for Custodian)


 


	Loan Information
	 
	 	Name of Mortgagor:	 
	 	 	 
	Custodian
	 
	 	Name:	U.S. Bank National Association 
	 	 	 
	 	Address:	1719 Otis Way

Florence, South Carolina 29501

Attention: CSMC 2017-CALI
	 	 	 
	 	Custodian

Mortgage File No.:	 
	 	 	 
	Depositor
	 
	 	Name:	Credit Suisse Commercial Mortgage Securities Corp.
	 	 	 
	 	Address:	
        11 Madison Avenue, 4th Floor, New York, New York 10010 

	 	 	 
	 	Certificates:	CSMC Trust 2017-CALI, Commercial Mortgage Pass-Through Certificates, Series 2017-CALI


 


The undersigned [Servicer]
[Special Servicer] hereby requests delivery from U.S. Bank National Association, as custodian (the “Custodian”),
for the Holders of CSMC Trust 2017-CALI, Commercial Mortgage Pass-Through Certificates, Series 2017-CALI, 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 Trust and Servicing Agreement, dated as of November 6, 2017, by and among Credit Suisse Commercial
Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, Cohen Financial, a Division of SunTrust Bank,
as Special Servicer, U.S. Bank National Association, as Certificate Administrator, as Custodian and as Trustee, and Park Bridge
Lender Services LLC, as Operating Advisor (the “Trust and Servicing Agreement”).


 


		( )	Note dated [                ], in the original principal sum of $________,
made by _______, payable to, or endorsed to the order of, the Trustee.



 


		( )	Mortgage(s) recorded on ____________ as instrument no.
________ in the County Recorder’s Office of the County of _________, State of ___________ in book/reel/docket ___________
of official records at page/image ________.



 






    B-1 


     


    

 


		( )	Deed of Trust(s) recorded on __________ as instrument
no. ________ in the County Recorder’s Office of the County of ___________, State of _______ in book/reel/docket ____________
of official records at page/image.



 


		( )	Deed to Secure Debt recorded on __________ as instrument
no. ________ in the County Recorder’s Office of the County of ___________, State of _______ in book/reel/docket ____________
of official records at page/image.



 


		( )	Other documents, including any amendments, assignments
or other assumptions of the Notes or Mortgages.



 


( )                             ___________________________


 


( )                             ___________________________


 


( )                             ___________________________


 


( )                             ___________________________


 


The undersigned [Servicer]
[Special Servicer] hereby acknowledges and agrees as follows:


 


(1)           The
[Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust on behalf of the Custodian for the benefit
of the Certificateholders, solely for the purposes provided in the Trust and Servicing Agreement.


 


(2)           The
[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 [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
Trust and Servicing Agreement.


 


(3)           The
[Servicer] [Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless the Whole
Loan has been liquidated or the Whole Loan has been paid in full and the proceeds thereof have been remitted to the Collection
Account except as expressly provided in the Trust and Servicing Agreement.


 


(4)           The
Documents, coming into the possession or control of the [Servicer] [Special Servicer] shall at all times be earmarked for the account
of the Custodian, and the [Servicer] [Special Servicer] shall keep the Documents separate and distinct from all other property
in the [Servicer’s] [Special Servicer’s] possession, custody or control.


 






    B-2 


     


    

 





	 	[SERVICER][SPECIAL
SERVICER]
	 	 	 
	 	By:	 
	 	 	Name:
 Title:


 


Date: _________


 




    B-3 


     


    

 


EXHIBIT C


 


FORM OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges or transfers pursuant to

Section 5.3(c) of the Trust and Servicing Agreement)


 


U.S. Bank National Association,

as Certificate Registrar 


111 Fillmore Avenue 


St. Paul, Minnesota 55107 


Attention: Bondholder Services
- CSMC 2017-CALI


 


		Re:	CSMC Trust 2017-CALI, Commercial Mortgage Pass-Through Certificates, Series
2017-CALI, Class [__]



 


Reference is hereby made
to the Trust and Servicing Agreement, dated as of November 6, 2017 (the “Trust and Servicing Agreement”), by
and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, Cohen Financial,
a Division of SunTrust Bank, as Special Servicer, U.S. Bank National Association, as Certificate Administrator, as Custodian and
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. Capitalized terms used but not defined herein shall have
the meanings given to them in the Trust and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]) with
the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an
exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Global Certificate of
such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Trust 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 “U.S. person” within the meaning of Rule 902(k) of Regulation S;


 





 






 


* Select appropriate depository.


 






    C-1 


     


    

 


(2)           the
offer and sale of the Certificates was made in an “offshore transaction” within the meaning of Rule 902(h) of Regulation
S;


 


(3)           no
“directed selling efforts” have been made by the Transferor, an affiliate of the Transferor, or any person acting on
behalf of the Transferor or any such affiliate 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 Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Custodian and the Initial Purchaser.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
 Title:


 


Dated: _______


 


cc: Credit Suisse
Commercial Mortgage Securities Corp.


 




    C-2 


     


    

 


EXHIBIT D


 


FORM OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to

Section 5.3(d) of the Trust and Servicing Agreement)


 


U.S. Bank National Association,

as Certificate Registrar 


111 Fillmore
Avenue 


St. Paul,
Minnesota 55107 


Attention: Bondholder
Services - CSMC 2017-CALI


 


		Re:	CSMC Trust 2017-CALI, Commercial Mortgage Pass-Through Certificates, Series
2017-CALI, Class [__] 



 


Reference is hereby made
to the Trust and Servicing Agreement, dated as of November 6, 2017 (the “Trust and Servicing Agreement”), by
and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, Cohen Financial,
a Division of SunTrust Bank, as Special Servicer, U.S. Bank National Association, as Certificate Administrator, as Custodian and
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. Capitalized terms used but not defined herein shall have
the meanings given to them in the Trust and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]) with
the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an
exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Global Certificate of such Class
(CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Trust 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 “U.S. person” within the meaning of Rule 902(k) of Regulation S;


 


(2)           the
offer and sale of the Certificates was made in an “offshore transaction” within the meaning of Rule 902(h) of Regulation
S;


 






    D-1 


     


    

 


(3)           no
“directed selling efforts” have been made by the Transferor, an affiliate of the Transferor, or a person acting on
behalf of the Transferor or any such affiliate 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 Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Custodian and the Initial Purchaser.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
 Title:


  


Dated: ________


 


cc: Credit Suisse Commercial Mortgage Securities Corp.


 




    D-2 


     


    

 


EXHIBIT E


 


FORM OF TRANSFER CERTIFICATE

FOR TEMPORARY REGULATION S GLOBAL CERTIFICATE

TO RULE 144A GLOBAL CERTIFICATE DURING RESTRICTED PERIOD


 


(Exchange or transfers pursuant to

Section 5.3(e) of the Trust and Servicing Agreement)


 


U.S. Bank National Association,

as Certificate Registrar 


111 Fillmore
Avenue 


St. Paul,
Minnesota 55107 


Attention: Bondholder
Services - CSMC 2017-CALI


 


		Re:	CSMC Trust 2017-CALI, Commercial Mortgage Pass-Through Certificates, Series
2017-CALI, Class [__] 



 


Reference is hereby made
to the Trust and Servicing Agreement, dated as of November 6, 2017 (the “Trust and Servicing Agreement”), by
and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, Cohen Financial,
a Division of SunTrust Bank, as Special Servicer, U.S. Bank National Association, as Certificate Administrator, as Custodian and
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. Capitalized terms used but not defined herein shall have
the meanings given to them in the Trust and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Global Certificate of such Class (CINS No. [______]
and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______]) through
the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested an
exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP
No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities
Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or
for one or more accounts with respect to which the transferee exercises sole investment discretion, and the transferee and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A in each case in a transaction meeting
the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or other
applicable jurisdiction.


 





 






 


* Select appropriate depository.


 






    E-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 Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Custodian and the Initial Purchaser.


 








	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
 Title:


 


Dated: _______


 


cc: Credit Suisse Commercial Mortgage Securities Corp.


 




    E-2 


     


    

 


EXHIBIT F


 


FORM OF CERTIFICATION TO BE GIVEN BY

BENEFICIAL OWNER OF TEMPORARY

REGULATION S GLOBAL CERTIFICATE


 


(Exchanges pursuant to

Section 5.3(f) of the Trust and Servicing Agreement)


 


U.S. Bank National Association,

as Certificate Registrar 


111 Fillmore
Avenue 


St. Paul,
Minnesota 55107 


Attention: Bondholder
Services - CSMC 2017-CALI


 


		Re:	CSMC Trust 2017-CALI, Commercial Mortgage Pass-Through Certificates, Series
2017-CALI, Class [__] 



 


Reference is hereby made
to the Trust and Servicing Agreement, dated as of November 6, 2017 (the “Trust and Servicing Agreement”), by
and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, Cohen Financial,
a Division of SunTrust Bank, as Special Servicer, U.S. Bank National Association, as Certificate Administrator, as Custodian and
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. Capitalized terms used but not defined herein shall have
the meanings given to them in the Trust and Servicing Agreement.


 


[For purposes of acquiring
a beneficial interest in a Regulation S Global Certificate of the Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary Regulation S Global Certificate of the Class specified above,]*
the undersigned holder of a beneficial interest in a Temporary Regulation S Global Certificate of the Class specified above issued
under the Trust and Servicing Agreement certifies that it is not a “U.S. person” as defined in Rule 902(k) of Regulation
S under the Securities Act of 1933, as amended.


 


We undertake to advise
you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the
Certificates of the Class specified above held by you for our account if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this certification applies as of such date.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding.


 








 






 


*
Select, as applicable.



 






    F-1 


     


    

 


This
certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, the Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, the Custodian and the Initial Purchaser.


 


		Dated:______________	



 


		By:	 
	 	 	as, or as agent for, the holder of
                              a beneficial interest in the Certificates to which this certificate relates.



 




    F-2 


     


    

 


EXHIBIT G


 


FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges or transfers pursuant to

Section 5.3(g) of the Trust and Servicing Agreement)


 


U.S. Bank National Association,

as Certificate Registrar 


111 Fillmore
Avenue 


St. Paul,
Minnesota 55107 


Attention: Bondholder
Services - CSMC 2017-CALI


 


		Re:	CSMC Trust 2017-CALI, Commercial Mortgage Pass-Through Certificates, Series
2017-CALI, Class [__] 



 


Reference is hereby made
to the Trust and Servicing Agreement, dated as of November 6, 2017 (the “Trust and Servicing Agreement”), by
and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, Cohen Financial,
a Division of SunTrust Bank, as Special Servicer, U.S. Bank National Association, as Certificate Administrator, as Custodian and
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. Capitalized terms used but not defined herein shall have
the meanings given to them in the Trust and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Global Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Trust 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 “U.S. person” within the meaning of Rule 902(k) of Regulation S;


 











 






 


* Select appropriate depository.



 






    G-1 


     


    

 


(2)            the
offer and sale of the Certificates was made in an “offshore transaction” within the meaning of Rule 902(h) of Regulation
S;


 


(3)           no
“directed selling efforts” have been made by the Transferor, an affiliate of the Transferor, or any person acting on
behalf of the Transferor or any such affiliate 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 Servicer, the Special Servicer, the Operating Advisor, the
Certificate Administrator, the Trustee, the Custodian and the Initial Purchaser.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
 Title:


 


Dated: ________


 


cc: Credit Suisse Commercial Mortgage Securities Corp.


 




    G-2 


     


    

 


EXHIBIT H


 


FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to

Section 5.3(g) of the Trust and Servicing Agreement)


 


U.S. Bank National Association,

as Certificate Registrar 


111 Fillmore
Avenue 


St. Paul,
Minnesota 55107 


Attention: Bondholder
Services - CSMC 2017-CALI


 


		Re:	CSMC Trust 2017-CALI, Commercial Mortgage Pass-Through Certificates, Series
2017-CALI, Class [__] 



 


Reference is hereby made
to the Trust and Servicing Agreement, dated as of November 6, 2017 (the “Trust and Servicing Agreement”), by
and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, Cohen Financial,
a Division of SunTrust Bank, as Special Servicer, U.S. Bank National Association, as Certificate Administrator, as Custodian and
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. Capitalized terms used but not defined herein shall have
the meanings given to them in the Trust and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Global Certificate (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Trust 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 “U.S. person” within the meaning of Rule 902(k) of Regulation S;


 


(2)           the
offer and sale of the Certificates was made in an “offshore transaction” within the meaning of Rule 902(h) of Regulation
S;


 


(3)           no
“directed selling efforts” have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation
S, as applicable; and


 






    H-1 


     


    

 


(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 Servicer, the Special Servicer, the Operating Advisor, the
Certificate Administrator, the Trustee, the Custodian and the Initial Purchaser.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
 Title:


 


Dated: _______


 


cc: Credit Suisse Commercial Mortgage Securities Corp.


 




    H-2 


     


    

 


EXHIBIT I


 


FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO RULE 144A GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to

Section 5.3(g) of the Trust and Servicing Agreement)


 


U.S. Bank National Association,

as Certificate Registrar 


111 Fillmore
Avenue 


St. Paul,
Minnesota 55107 


Attention: Bondholder
Services - CSMC 2017-CALI


 


		Re:	CSMC Trust 2017-CALI, Commercial Mortgage Pass-Through Certificates, Series
2017-CALI, Class [__] 



 


Reference is hereby made
to the Trust and Servicing Agreement, dated as of November 6, 2017 (the “Trust and Servicing Agreement”), by
and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, Cohen Financial,
a Division of SunTrust Bank, as Special Servicer, U.S. Bank National Association, as Certificate Administrator, as Custodian and
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. Capitalized terms used but not defined herein shall have
the meanings given to them in the Trust and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial
interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities
Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or
for one or more accounts with respect to which the transferee exercises sole investment discretion, and the transferee and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A in each case in a transaction meeting
the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or other
applicable jurisdiction.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding.


 






    I-1 


     


    

 


This
certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, the Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, the Custodian and the Initial Purchaser.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
 Title:


 


Dated: _______


 


cc: Credit Suisse Commercial Mortgage Securities Corp.


 




    I-2 


     


    

 


EXHIBIT J-1


 


FORM OF INVESTMENT REPRESENTATION LETTER


 


[Date]


 


U.S. Bank National Association,

as Certificate Registrar 


111 Fillmore
Avenue 


St. Paul,
Minnesota 55107 


Attention: Bondholder
Services - CSMC 2017-CALI


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue, 4th Floor 


New York, New York 10010 


Attention: N. Dante LaRocca


 


		Re:	CSMC Trust 2017-CALI, Commercial Mortgage Pass-Through Certificates, Series
2017-CALI, Class [__] 



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 5.3 of the Trust and Servicing Agreement, dated as of November 6, 2017 (the “Trust and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, Cohen
Financial, a Division of SunTrust Bank, as Special Servicer, U.S. Bank National Association, as Certificate Administrator, as Custodian
and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor, on behalf of the holders of Commercial Mortgage Pass
Through Certificates, Series 2017-CALI (the “Certificates”) in connection with the transfer by [                ] (the “Seller”)
to the undersigned (the “Purchaser”) of $_____ aggregate Certificate Balance of Class [   ] Certificates, in certificated
fully registered form (such registered interest, the “Certificate”). Terms used but not defined herein shall
have the meanings ascribed thereto in the Trust and Servicing Agreement.


 


In connection with such
transfer, the undersigned hereby represents and warrants to you as follows:


 


[For Institutional Accredited
Investors only]            1.            The Purchaser is an institutional “accredited investor” (an “Institutional Accredited
Investor”, i.e., an entity meeting the requirements of Rule 501 (a)(1), (2), (3) or (7) of Regulation D under the Securities
Act of 1933, as amended (the “Securities Act”)) and has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of the investment in the Certificate, and the Purchaser and any accounts
for which the Purchaser is acting are each able to bear the economic risk of our or its investment. The Purchaser is acquiring
the Certificate for its own account or for one or more accounts (each of which is an Institutional Accredited Investor) as to each
of which the Purchaser exercises sole investment discretion. The Purchaser hereby undertakes to reimburse the Trust for any costs
incurred by it in connection with this transfer.


 






    J-1-1 


     


    

 


[For Qualified Institutional
Buyers only]            1.            The Purchaser is a “qualified institutional buyer” within the meaning of Rule 144A (“Rule
144A”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Purchaser
is aware that the transfer is being made in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the information
required to be provided pursuant to paragraph (d)(4)(i) of Rule 144A.


 


2.           The
Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for reoffer,
resale, pledge or other transfer to (i) “qualified institutional buyers” in transactions under Rule 144A, or (ii) Institutional
Accredited Investors pursuant to any other exemption from the registration requirements of the Securities Act, subject in the case
of this clause (ii) to (a) the receipt by the Certificate Registrar of a letter substantially in the form hereof, (b) the receipt
by the Certificate Registrar of an opinion of counsel acceptable to the Certificate Registrar that such reoffer, resale, pledge
or transfer is in compliance with the Securities Act, (c) the receipt by the Certificate Registrar of such other evidence acceptable
to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act and other applicable
laws (including applicable state and foreign securities laws), and (d) a written undertaking to reimburse the Trust for any costs
incurred by it in connection with the proposed transfer. It understands that the Certificate (and any subsequent Non-Book Entry
Certificate) has not been registered under the Securities Act, by reason of a specified exemption from the registration provisions
of the Securities Act which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent (or
intent to resell to only certain investors in certain exempted transactions) as expressed herein.


 


3.           The
Purchaser acknowledges that the Certificate (and any Certificate issued on transfer or exchange thereof) has not been registered
or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificate cannot
be resold unless it is registered or qualified thereunder or unless an exemption from such registration or qualification is available.


 


4.           The
Purchaser has reviewed the applicable Offering Circular dated November 6, 2017, relating to the Certificates (the “Offering
Circular”) and the agreements and other materials referred to therein and has had the opportunity to ask questions and
receive answers concerning the terms and conditions of the transactions contemplated by the Offering Circular.


 


5.           The
Purchaser hereby undertakes to be bound by the terms and conditions of the Trust and Servicing Agreement in its capacity as an
owner of a Non-Book Entry Certificate or Certificates, as the case may be (each, a “Certificateholder”), in
all respects as if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar
and all Certificateholders present and future.


 


6.           The
Purchaser will not sell or otherwise transfer any portion of the Certificate, except in compliance with Section 5.3 of the Trust
and Servicing Agreement.


 






    J-1-2 


     


    

 


7.           Check
one of the following:


 


☐          The
Purchaser is a “U.S. Person” and it has attached hereto an Internal Revenue Service (“IRS”) Form W-9 (or
successor form).


 


☐          The
Purchaser is not a “U.S. 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(s). The Purchaser
has attached hereto (i) a duly executed IRS Form W-8BEN or W-8BEN-E (or successor form), which identifies such Purchaser as the
beneficial owner of the Certificate(s) and states that such Purchaser is not a U.S. Person, (ii) two duly executed copies of IRS
Form W-8IMY (and all appropriate attachment, (iii) two duly executed copies of IRS Form W-8ECI (or successor form), which identify
such Purchaser as the beneficial owner of the Certificate(s) and state that interest and original issue discount on the U.S. Securities
is, or is expected to be, effectively connected with a U.S. trade or business or (iv) a duly executed copy of IRS Form W-8EXP.
The Purchaser agrees to provide to the Certificate Registrar updated IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY, IRS Form
W-8ECI or IRS Form W-8EXP, 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. Person” means a citizen or resident of the United States, a corporation, partnership (except to
the extent provided in applicable Treasury Regulations), or other entity created or organized in or under the laws of the United
States, any state thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal
income tax purposes, an estate whose income is subject to United States federal income tax regardless of its source, or a trust
if a court within the United States is able to exercise primary supervision over the administration of such trust, and one or more
such U.S. 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. Persons).


 


Please make all payments
due on the Certificates:**


 


(a)           by
wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:


 


Account number: ____________________________________




Institution: _________________________________________


 





 



 


**       Please
select (a) or (b).


 






    J-1-3 


     


    

 


(b)           by
mailing a check or draft to the following address:


 


	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 









 





	 	Very truly yours,
	 	 
	 	[Insert Name of Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
 Title:


  


Dated:  ________________, 20__


 




    J-1-4 


     


    

 


EXHIBIT J-2


 


FORM OF AFFIDAVIT PURSUANT TO

SECTIONS 860D(a)(6)(A) AND 860E(e)(4) OF

THE INTERNAL REVENUE CODE OF 1986, AS AMENDED


 


U.S. Bank National Association,

as Certificate Registrar


111 Fillmore
Avenue


St. Paul,
Minnesota 55107


Attention: Bondholder
Services - CSMC 2017-CALI


 


Re:          CSMC Trust 2017-CALI, Commercial Mortgage Pass-Through Certificates, Series 2017-CALI (the “Certificates”)
issued pursuant to the Trust and Servicing Agreement, dated as of November 6, 2017 (the “Trust and Servicing Agreement”),
between Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, Cohen Financial,
a Division of SunTrust Bank, as Special Servicer, U.S. Bank National Association, as Certificate Administrator, as Custodian and
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor.


 


 



 


	STATE OF	)	 
	 	)	ss.:
	COUNTY OF	)	 



 


Capitalized terms not
defined herein shall have the meaning ascribed to them in the Trust and Servicing Agreement.


 


I, [______], under penalties
of perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete,
and being first sworn, depose and say that:


 


1.       I
am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


 


2.       The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “Trust REMIC”) designated as the “Lower-Tier REMIC” and “Upper-Tier
REMIC,” respectively, relating to the Certificates for which an election is to be made under Section 860D of the
Internal Revenue Code of 1986 (the “Code”).


 


3.       The
Purchaser is not a “Disqualified Organization” (as defined below), and that the Purchaser is not acquiring the
Class R Certificates for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record
or beneficial ownership


 



    J-2-1


     


    

 


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


 


4.       The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.       The
Purchaser is a Permitted Transferee. For the purpose hereof, a “Permitted Transferee” is any Person or agent
of such Person other than (a) a Disqualified Organization, (b) any other Person so designated by the Certificate Registrar who
is unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person requesting the transfer) to the
effect that the transfer of an ownership interest in any Class R Certificate to such Person will not cause either Trust REMIC to
fail to qualify as a REMIC at any time that the Certificates are outstanding, (c) a Disqualified Non-U.S. 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. Person or (e) a U.S. Person with respect to which income
from the Class R Certificate is attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable
income tax treaty, of the transferee or any other U.S. Person.


 


6.       No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.       The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed base,
within the meaning of an applicable income tax treaty, of the Purchaser or any other U.S. 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:


 



    J-2-2


     


    

 


(i)         the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)        the
present value of the expected future distributions on such Class R Certificate; and


 


(iii)       the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related Trust 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 Treasury Regulations 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.


 



    J-2-3


     


    

 


10.        The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


 


11.        The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any
such transfer to any Person that does not provide an affidavit and agreement in substantially the same form as this affidavit and
agreement or as to which the Purchaser has actual knowledge that such Person is not a Permitted Transferee or is acting as an agent
(including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee.


 


12.        The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any Person that is not
a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain a
Permitted Transferee.


 


13.        The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.        The
Purchaser has reviewed the provisions of Section 5.3 of the Trust 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 the Lower-Tier REMIC and the Upper-Tier REMIC pursuant to Section 12.1 of the Trust and Servicing
Agreement.


 


Capitalized terms used
but not defined herein have the meanings assigned thereto in the Trust 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:



 



    J-2-4


     


    

 


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:
	_________________



 



    J-2-5


     


    

 


EXHIBIT J-3


 


FORM OF TRANSFEROR LETTER


 


[Date]


 


U.S. Bank
National Association,


as Certificate
Registrar


111 Fillmore Avenue


St. Paul, Minnesota 55107


Attention: Bondholder Services - CSMC 2017-CALI


 


Re:             
CSMC Trust 2017-CALI, Commercial Mortgage Pass-Through Certificates, Series 2017-CALI, Class R


 


 



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”)
of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual Certificates”).
The Certificates, including the Residual Certificates, were issued pursuant to the Trust and Servicing Agreement, dated as of November 6,
2017 (the “Trust and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp.,
as Depositor, KeyBank National Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, U.S.
Bank National Association, as Certificate Administrator, as Custodian and as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.
The Transferor hereby certifies, represents and warrants to you, as Certificate Registrar, that:


 


(1)       No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)       The
Transferor understands that the Transferee has delivered to you a Transfer Affidavit and Agreement in the form attached to the
Trust and Servicing Agreement as Exhibit J-2. The Transferor has no actual knowledge that the Transferee is not a Permitted Transferee
(as defined in such Transfer Affidavit and Agreement) and has no actual knowledge or reason to know that the Transferee’s
representations in such Transfer Affidavit and Agreement are false.


 


(3)       The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as
contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor
has determined that the Transferee has historically paid its debts as they became due and has found no significant evidence to
indicate that the Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that
the transfer of the Residual Certificates may not be


 



    J-3-1


     


    

 


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:



 



    J-3-2


     


    

 


EXHIBIT J-4


 


FORM OF TRANSFEREE CERTIFICATE FOR

TRANSFERS OF THE CLASS HRR CERTIFICATES


 


[Date]


 


U.S. Bank National Association

as Certificate Registrar


111 Fillmore Avenue


St. Paul, Minnesota 55107


Attention: Bondholder Services - CSMC 2017-CALI


 


Column Financial, Inc.

as Retaining Sponsor


11 Madison Avenue, 4th Floor

New York, New York 10010

Attention: N. Dante LaRocca


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue, 4th Floor


New York, New York 10010


Attention: N. Dante LaRocca


 


Park Bridge Lender Services LLC


600 Third Avenue, 40th Floor


New York, New York 10016


Attention: CSMC 2017-CALI – CALI– Surveillance
Manager


(with a copy sent contemporaneously via e-mail to: cmbs.notices@parkbridgefinancial.com)


 


CSMC Trust 2017-CALI, Commercial
Mortgage Pass-Through Certificates, Series 2017-CALI (the “Certificates”) issued pursuant to the Trust and Servicing
Agreement, dated as of November 6, 2017 (the “Trust and Servicing Agreement”), by and among Credit Suisse
Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, Cohen Financial, a Division of SunTrust
Bank, as Special Servicer, U.S. Bank National Association, as Certificate Administrator, as Custodian and as Trustee, and Park
Bridge Lender Services LLC, as Operating Advisor


 


[_____] (the “Purchaser”)
hereby certifies, represents and warrants to each of the addressees hereto:


 


1.        
The Purchaser is acquiring (the “Transfer”) $[_____] aggregate Certificate Balance of the Class HRR Certificates
from [_____] (the “Transferor”).


 



    J-4-1


     


    

 


2.        
The Purchaser is aware that the Certificate Registrar will not register any transfer of any portion of the Class 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”), and the Transferor has satisfied all requirements pursuant
to such Risk Retention Agreement.


 


4.        
If the Purchaser is an insurance company general account relying on PTCE 95-60 to cover its acquisition of the Class 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
Class HRR Certificates and (b) the acquisition of the Class HRR Certificates will be effected through Credit Suisse Securities
(USA) LLC.


 


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 Regulation RR, of the Transferor (a “Majority-Owned
Affiliate”).


 


B.    
It is not acquiring the Class 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 Class 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.


 


D.   
It 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 Class HRR Certificates will satisfy the Credit Risk Retention Rules
in its capacity as third-party purchaser under Regulation RR.


 


☐    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:


 



    J-4-2


     


    

 


A.   
It will execute and deliver to the Retaining Sponsor a new credit risk retention agreement in form and substance satisfactory
to the Retaining Sponsor 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, which shall be
substantially the same in the form and substance of the guaranty provided pursuant to 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.


 


D.   
It 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 Class HRR Certificates will satisfy the Credit Risk Retention Rules
in its capacity as third-party purchaser under Regulation RR.


 


Capitalized terms used
but not defined herein have the meanings assigned thereto in the Trust 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:



 



    J-4-3


     


    

 


EXHIBIT J-5


 


FORM OF TRANSFEROR CERTIFICATE FOR

TRANSFERS OF THE CLASS HRR CERTIFICATES


 


[Date]


 


U.S. Bank National Association

as Certificate Registrar


111 Fillmore Avenue


St. Paul, Minnesota 55107


Attention: Bondholder Services - CSMC 2017-CALI


 


Column Financial, Inc.

as Retaining Sponsor

11 Madison Avenue, 4th Floor

New York, New York 10010

Attention: N. Dante LaRocca


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue, 4th Floor


New York, New York 10010


Attention: N. Dante LaRocca


 


CSMC Trust
2017-CALI, Commercial Mortgage Pass-Through Certificates, Series 2017-CALI (the “Certificates”)


 


Ladies and Gentlemen:


 


This is delivered to
you in connection with the transfer (the “Transfer”) by [______] (the “Transferor”) to [______]
(the “Transferee”) [$[_____] aggregate Certificate Balance of the Class HRR Certificates]. The Certificates
were issued pursuant to the Trust and Servicing Agreement, dated as of November 6, 2017 (the “Trust and Servicing
Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association,
as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, U.S. Bank National Association, as Certificate
Administrator, as Custodian and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. All capitalized terms used
but not otherwise defined herein shall have the respective meanings set forth in the Trust 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 Trust and Servicing Agreement.


 


2.            
The Transferor has complied with all of the covenants in the Risk Retention Agreement during the period from the date of
the Risk Retention Agreement through and including the date of the Transfer.


 



    J-5-1


     


    

 


3.           
All of the representations and warranties made by the Transferor in the Risk Retention Agreement are true and correct as
of the date of the Transfer.


 


4.           
All of the requirements set forth in the Risk Retention Agreement relating to the Transfer have been complied with.


 


5.           
If the Transferee is an insurance company general account relying on PTCE 95-60 to cover its acquisition of the Class 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
Class HRR Certificates and (b) the acquisition of the Class HRR Certificates will be effected through Credit Suisse Securities
(USA) LLC.


 


6.           
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 Regulation RR, 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.


 


7.           The Transferor understands that the Transferee has delivered to you a Transferee Certificate in the form attached to the
Trust and Servicing Agreement as Exhibit J-4. 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:


 



    J-5-2


     


    

 


The Third Party Purchaser
hereby requests your written consent to the Transfer.


 


The contact information of the Certificate Administrator
is:



U.S. Bank National Association

111 Fillmore Avenue

St. Paul, Minnesota 55107

Attention: Bondholder Services - CSMC 2017-CALI


 


ACKNOWLEDGEMENT


 


COLUMN FINANCIAL, INC., a Delaware
corporation


 


	By:	 	 





Authorized Representative


 



    J-5-3


     


    

 


EXHIBIT J-6


 


FORM OF REQUEST OF THE RETAINING SPONSOR
CONSENT FOR

[RELEASE][TRANSFERS] OF THE CLASS HRR CERTIFICATES


 


[Date]


 


Column Financial, Inc.


11 Madison Avenue, 4th Floor

New York, New York 10010

Attention: N. Dante LaRocca


 


Column Financial, Inc.


11 Madison Avenue, 9th Floor


New York, New York 10010


Attention: Sarah Nelson


 


[TRUSTEE]


[ADDRESS]


[ATTENTION]


 


CSMC Trust
2017-CALI, Commercial Mortgage Pass-Through Certificates, Series 2017-CALI (the “Certificates”)


 


Ladies and Gentlemen:


 


[FOR PROPOSED RELEASES][This
is delivered to you in connection with the release (the “Release”) of $[_____] aggregate Certificate Balance
of the Class HRR Certificates from the Third Party Purchaser Custodial Account.]


 


[FOR PROPOSED TRANSFERS][This
is delivered to you in connection with the transfer (the “Transfer”) by [______] (the “Transferor”)
to [______] (the “Transferee”) $[_____] aggregate Certificate Balance of the Class HRR Certificates.]


 


The Certificates were
issued pursuant to the Trust and Servicing Agreement, dated as of November 6, 2017 (the “Trust and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, Cohen
Financial, a Division of SunTrust Bank, as Special Servicer, U.S. Bank National Association, as Certificate Administrator, as Custodian
and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Trust and Servicing Agreement.


 


[Holder of Class HRR
Certificates] hereby requests your written consent to the [Release][Transfer].


 


Please provide your
response to this request to the Trustee using the below contact information:


 



    J-6-1


     


    

 


The contact information of the Trustee is:


 


U.S. Bank National Association

190 S. LaSalle Street, 7th Floor

Chicago, Illinois 60603

Attention: CSMC 2017-CALI

Facsimile No.: (866) 807-8670

Email: cmbs.transactions@usbank.com


 


	 	Sincerely,
	 	 
	 	[HOLDER OF CLASS HRR CERTIFICATES]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


ACKNOWLEDGEMENT


 


COLUMN FINANCIAL, INC., a Delaware
corporation


 


	By:	 	 






Authorized Representative


 


[MEDALLION SIGNATURE GUARANTY]


 



    J-6-2


     


    

 


EXHIBIT K


 


FORM OF INVESTOR CERTIFICATION FOR EXERCISING
VOTING RIGHTS


 


[Date]


 


U.S. Bank National Association,

as Certificate Administrator


111 Fillmore
Avenue


St. Paul,
Minnesota 55107


Attention: Bondholder
Services - CSMC 2017-CALI


 


		Re:	CSMC Trust 2017-CALI, Commercial Mortgage
                                         Pass-Through Certificates, Series 2017-CALI, Class [__]	 



 


In accordance with
the requirements for the exercise of Voting Rights pursuant to the Trust and Servicing Agreement, dated as of November 6,
2017 (the “Trust and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp.,
as Depositor, KeyBank National Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, U.S.
Bank National Association, as Certificate Administrator, as Custodian and as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor, with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies
and agrees as follows:


 


1.             The
undersigned is a [certificateholder] [beneficial owner] of the Class ___ Certificates.


 


2.             The
undersigned has received a copy of the Offering Circular.


 


3.             The
undersigned is not a Borrower Related Party.


 


4.             The
undersigned intends to exercise Voting Rights under the Trust and Servicing Agreement and certifies that (please check one of the
following):


 


		___	The undersigned is the Depositor, the Servicer, the Special Servicer, the Certificate Administrator
or the Trustee.



 


		___	The undersigned is an Affiliate of the Depositor, the Servicer, the Special Servicer, the Certificate
Administrator or the Trustee and hereby certifies to the existence of an Affiliate Ethical Wall between it and the Depositor, the
Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable.



 


___         The undersigned
is not the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Trustee or an Affiliate of the foregoing.


 


5.             The
undersigned shall be fully liable for any breach of this certificate by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Servicer, the Special Servicer, the


 



    K-1


     


    

 


Certificate Administrator and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.             Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Trust Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and [shall be deemed to have] caused its name to be signed hereto by
its duly authorized signatory, as of the day and year written above.


	 	 
	 	 	 
	 	[Certificateholder] [Beneficial Owner]
	 	 	 
	 	By:	 



 


	 	Name:	 



 


	 	Title:	 


 


	 	Company:	 


 


	 	Phone:	 


 



    K-2


     


    

 


EXHIBIT L


 


APPLICABLE SERVICING CRITERIA


 


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 L, other than with respect to Item 1122(d)(2)(iii), references to Servicer below shall include any Sub-Servicer engaged
by a Servicer or Special Servicer.


 


	 	Servicing
    Criteria 	applicable
    

    Servicing 

    Criteria
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	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.	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.	Servicer

        Special
        Servicer

         

	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Servicer

        Special
        Servicer

         

	 	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.	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.	N/A

     
	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.	Servicer
	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	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.	Servicer

    Special Servicer



 



    L-1 


     


    

 


	 	Servicing
    Criteria 	applicable
    

    Servicing 

    Criteria
	Reference	Criteria	 
	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	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.	 

         

        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.	N/A

    

	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.	N/A
	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.	N/A
	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.	N/A
	 	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.	Servicer

    Special Servicer
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	N/A
	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.	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.	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.	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.	Servicer

    Special Servicer
	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
    Servicer

    Operating Advisor



 



    L-2 


     


    

 


	 	Servicing
    Criteria 	applicable
    

    Servicing 

    Criteria
	Reference	Criteria	 
	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).	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.	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.	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.	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.	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.	Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	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


 



    L-3 


     


    

 


EXHIBIT M


 


FORM OF NRSRO CERTIFICATION


 


[Date]


 


U.S. Bank National Association,

as Certificate Administrator


190 S. LaSalle Street, 7th Floor


Chicago, Illinois 60603


Attention: CSMC 2017-CALI


 


	Attention:	CSMC Trust 2017-CALI, Commercial Mortgage Pass-Through Certificates, Series
2017-CALI



 


In accordance with
the requirements for obtaining certain information pursuant to the Trust and Servicing Agreement, dated as of November 6,
2017 (the “Trust and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp.,
as Depositor, KeyBank National Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, U.S.
Bank National Association, as Certificate Administrator, as Custodian and as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor, with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies
and agrees as follows:


 


		1.	The undersigned is a Rating Agency hired by the Depositor to provide ratings on the Certificates;
or



 


		2.	The undersigned, a Nationally Recognized Statistical Rating Organization (“NRSRO”);



 


		a.	has provided the Depositor with the appropriate certifications
under Exchange Act 17g-5(e);



 


		b.	has access to the Depositor’s 17g-5 website; and



 


		c.	agrees that the confidentiality agreement attached
as Annex A hereto shall be 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 and the Certificate Administrator’s
Website.



 


The undersigned shall be deemed to have
recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s Website and
the 17g-5 Information Provider’s Website.


 



    M-1 


     


    

 


Capitalized terms used but not defined
herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 


Date: 


 


	 	Very truly yours,
	 	 	 
	 	[NRSRO Name]
	 	 	 
	 	By:	 
	 	 	 
	 	 	  Name:
	 	 	  Title:
	 	 	  Phone:
	 	 	  E-mail:




 



    M-2 


     


    

 


ANNEX A


 



    M-3 


     


    

 


EXHIBIT N


 


FORM OF POWER OF ATTORNEY


  


When recorded return to:


[                                         
]


[                                         
]


[                                         
]


Attention: [                      ]


 


SPACE ABOVE
THIS LINE FOR RECORDER’S USE


 


LIMITED POWER OF ATTORNEY


 


U.S. Bank National Association,
a national banking association organized and existing under the laws of the United States and having an office at 190 S. LaSalle
Street, 7th Floor, Chicago, Illinois 60603, not in its individual capacity but solely as Trustee (in such capacity, the “Trustee”),
hereby constitutes and appoints [__________] (the “[Servicer] [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 authorized
representative appointed by the [Board of Directors] of the [Servicer] [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 (12) below; provided however, that the documents described below may only be executed and delivered by such Attorney-In-Fact
if such documents are required or permitted under the terms of the Trust and Servicing Agreement, dated as of November 6,
2017 (the “Agreement”) by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, [KeyBank
National Association, as Servicer (the “Servicer”)] [the Servicer], [Cohen Financial, a Division of SunTrust
Bank, as Special Servicer (the “Special Servicer”)] [the Special Servicer], U.S. Bank National Association,
as Certificate Administrator (in such capacity, the “Certificate Administrator”), as Custodian and as Trustee,
and Park Bridge Lender Services, LLC, as Operating Advisor, on behalf of the CSMC Trust 2017-CALI, Commercial Mortgage Pass-Through
Certificates, Series 2017-CALI and no power is granted hereunder to take any action that would be adverse to the interests of U.S.
Bank National Association.


 


This Limited Power of
Attorney is being issued in connection with the [Servicer’s] [Special Servicer’s] responsibilities to service a portion
of a certain mortgage loan (the “Trust Loan”) held by U.S. Bank National Association, as Trustee. The Trust
Loan is comprised of a portion of a mortgage (the “Mortgage”) and the Notes secured thereby. Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


1.       Demand,
sue for, recover, collect and receive each and every sum of money, debt, account and interest (which now is, or hereafter shall
become due and payable) belonging to or claimed by U.S. Bank National Association, as Trustee, and to use or take any


 



    N-1 


     


    

 


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 property under the Mortgage 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 U.S. Bank National Association, as Trustee,
in litigation and to resolve any litigation where the [Servicer] [Special Servicer] has an obligation to defend U.S. Bank National
Association, as Trustee, including but not limited to dismissal, termination, cancellation, rescission and settlement.


 


3.       Transact
business of any kind regarding the Trust Loan and the Property.


 


4.       Obtain
an interest in the Trust Loan, Property and/or building thereon, as U.S. 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, the Mortgage, any deeds of trust and other contracts, agreements and instruments regarding
the Loan Borrower, the Trust Loan and/or the Property, including but not limited to the execution of estoppel certificates, financing
statements, continuation statements, releases, satisfactions, assignments, loan modification agreements, payment plans, waivers,
consents, amendments, forbearance agreements, loan assumption agreements, subordination agreements, property adjustment agreements,
non-disturbance and attornment agreements, leasing agreements, management agreements, listing agreements, purchase and sale agreements,
and other instruments pertaining to the Mortgage or any deed of trust, and execution of deeds and associated instruments, if any,
conveying the Property, in the interest of U.S. 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 Trust Loan.


 


7.       [RESERVED].


 


8.       Such
other actions and file such other instruments and certifications as are reasonably necessary to complete or accomplish the [Servicer’s]
[Special Servicer’s] duties and responsibilities under the Agreement.


 


9.       Execute
any document or perform any act described in items (3), (4), and (5) in connection with the termination of any Trust as necessary
to transfer ownership of the affected Trust Loan to the entity (or its designee or assignee) possessing the right to obtain ownership
of the Trust Loan.


 



    N-2 


     


    

 


10.       Subordinate
the lien of the Mortgage, any deed of trust, or deed to secure debt (i) for the purpose of refinancing the Trust Loan, 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.


 


11.       Convey
the Property to the mortgage insurer, or close the title to the Property to be acquired as real estate owner, or convey title to
real estate owned property (“REO Property”).


 


12.       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 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 [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 [Servicer] [Special
Servicer] hereby agrees to indemnify and hold U.S. Bank National Association, as Trustee, and its directors, officers, employees
and agents (the “Indemnified Parties”) 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 (including, without
limitation, reasonable fees and disbursements of counsel incurred by an Indemnified Party in any action or proceeding between the
[Servicer] [Special Servicer] and the Indemnified Party and any third party if the Trustee prevails on its indemnification claim)
incurred by the Trustee by reason or result of the negligent use or negligent or willful misuse of this Limited Power of Attorney
by the [Servicer] [Special Servicer]. The foregoing indemnity shall survive the termination of this Limited Power of Attorney and
the Agreement or the earlier resignation or removal of U.S. Bank National Association, as Trustee under the Agreement.


 


This Limited Power of
Attorney may not be assigned by the [Servicer] [Special Servicer] without the consent of U.S. Bank National Association.


 


This Limited Power of
Attorney is effective as of the date below and shall continue to remain in full force and effect until (a) revoked in writing by
the Trustee, or (b) the termination, resignation or removal of the Trustee as trustee of the Trust, or (c) the termination, resignation
or removal of the Servicer as servicer of the trust.


 



    N-3 


     


    

 


Witness my hand and seal this       day of        , 2017.


 


NO CORPORATE SEAL U.S. Bank National Association,
as Trustee, for CSMC Trust 2017-CALI, Commercial Mortgage Pass-Through Certificates, Series 2017-CALI





	 	 	 	 	 
	 	 	 	 	 
	 	 	 	By:	 
	Witness:	 	 	 	, Vice President          
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	By:	 
	Witness:	 	 	 	, Vice President          
	 	 	 	 	 
	 	 	 	 	 
	Attest: 	, Trust Officer	 	 	 
	 	 	 	 	 




 



    N-4 


     


    

 


EXHIBIT O


 


FORM OF ERISA REPRESENTATION LETTER


 


[Date]


 


U.S. Bank National Association,

as Certificate Registrar


111 Fillmore Avenue


St. Paul, Minnesota 55107


Attention: Bondholder Services - CSMC 2017-CALI


 


U.S. Bank National Association,

as Certificate Administrator


190 S. LaSalle Street, 7th Floor


Chicago, Illinois 60603


Attention: CSMC 2017-CALI


  


[Transferor]


[______]


[______]


Attention: [______]


 


		Re:	CSMC Trust 2017-CALI, Commercial Mortgage Pass-Through Certificates, Series
2017-CALI 



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase [$_____________ initial Certificate Balance] [_____% Percentage Interest]
of CSMC Trust 2017-CALI, Commercial Mortgage Pass-Through Certificates, Series 2017-CALI, Class [_], CUSIP No. [____] (the “Certificates”),
issued pursuant to that certain Trust and Servicing Agreement, dated as of November 6, 2017 (the “Trust Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, Cohen
Financial, a Division of SunTrust Bank, as Special Servicer, U.S. Bank National Association, as Certificate Administrator, as Custodian
and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. Capitalized terms used and not otherwise defined herein
have the respective meanings ascribed to such terms in the Trust Agreement.


 


In connection with such
transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificates, the Purchaser is not and
will not be (i) a retirement plan or other employee benefit plan or arrangement, including an individual retirement account or
a Keogh plan, which is subject to the fiduciary responsibility provisions of Title I of the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”),
or a governmental plan (as defined in Section 3(32) of ERISA) or other plan that is subject to any federal, state or local law
(“Similar Law”) that is, to a material extent, similar to Section 406 of ERISA or Section 4975 of


 



    O-1 


     


    

 


the Code (each,
a “Plan”), or (ii) an entity, the underlying assets of which are considered Plan assets under the U.S. Department
of Labor Reg. Section 2510.3-101, as modified by Section 3(42) of ERISA or for purposes of Similar Law, an insurance company
using assets of general accounts which include assets of Plans (or which are deemed pursuant to ERISA or Similar Law to include
assets of Plans) or other Person acting on behalf of any such Plan or using the assets of any such Plan, other than (with respect
to any transfer of a Class E, Class F, Class G or Class HRR Certificate) an insurance company using assets of its general
account under circumstances whereby such purchase and the subsequent holding of Certificate(s) by such insurance company would
be exempt from the prohibited transaction provisions of ERISA and Section 4975 of the Code under Sections I and III of Prohibited
Transaction Class Exemption 95-60 or, as applicable, would not constitute a non-exempt violation of Similar Law.


 


IN WITNESS WHEREOF, the
Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, ____.


 


	 	Very truly yours,
	 	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 



    O-2 


     


    

 


EXHIBIT P


 


[RESERVED]


 



    P-1 


     


    

 


EXHIBIT Q


 


FORM OF ONLINE VENDOR CERTIFICATION


 


This Certification has been prepared
for provision of information to the market data providers listed in Paragraph 1 below pursuant to the direction of the Depositor.
If you represent a Vendor Provider not listed herein and would like access to the information, please contact U.S. Bank National
Association at (866) 846-4526 or at cmbs.transaction@usbank.com.


 


In connection with the CSMC Trust
2017-CALI, Commercial Mortgage Pass-Through Certificates, Series 2017-CALI (the “Certificates”), the undersigned
hereby certifies and agrees as follows:


 


1.       The
undersigned is an employee or agent of Bloomberg, L.P., Moody’s Analytics, CMBS.com, Inc., Trepp, LLC, Intex Solutions, Inc.,
BlackRock Financial Management Inc. or Markit Group Limited, a market data provider that has been given access to the Distribution
Date Statements, CREFC reports and supplemental notices on www.usbank.com/abs (the “Certificate Administrator’s
Website”) by request of the Depositor.


 


2.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, 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 the Certificate Administrator’s
Website is for its own use only, and agrees that it will not disseminate or otherwise make such information available to any other
person without the written consent of the Depositor, and any confidentiality agreement applicable to the undersigned with respect
to information obtained from the Depositor’s 17g-5 Website shall also be applicable to information obtained from the Certificate
Administrator’s Website.


 


4.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement, dated
as of November 6, 2017, by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association,
as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, U.S. Bank National Association, as Certificate
Administrator, as Custodian and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor.


 


BY ITS CERTIFICATION HEREOF, the
undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.


 




    Q-1


     


    

 






	 	 	 	 	 	 
	 	[                         ]
	 	 	 	 	 	 
	 	By:	 
	 	 	 	 	 	 
	 	Name:	 	 
	 	 	 	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 	 
	 	Company:	 
	 	 	 	 	 	 
	 	Phone:	 	 





 


 




    Q-2


     


    

 


EXHIBIT R-1


 


FORM OF TRANSFEROR CERTIFICATE FOR

TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue, 4th Floor 


New York, New York 10010 


Attention: N. Dante LaRocca


 


	Attention:	CSMC Trust 2017-CALI, Commercial Mortgage Pass-Through
                                         Certificates, Series 2017-CALI



 


Ladies and Gentlemen:


 


This letter is delivered to you in
connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”)
of the Excess Servicing Fee Right established under the Trust and Servicing Agreement, dated as of November 6, 2017 (the “Trust
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National
Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, U.S. Bank National Association, as
Certificate Administrator, as Custodian and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. All capitalized
terms used but not otherwise defined herein shall have the respective meanings set forth in the Trust and Servicing Agreement.
The Transferee hereby certifies, represents and warrants to you, as Depositor, that:


 


1.       The
Transferor is the lawful owner of the right to receive the Excess Servicing Fees with respect to the Trust Loan for which _________________
is the Servicer (the “Excess Servicing Fee Right”), with the full right to transfer the Excess Servicing Fee
Right free from any and all claims and encumbrances whatsoever.


 


2.       Neither
the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner,
(b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any
other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution
of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would
render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the


 






    R-1-1


     


    

 


Securities Act or any state securities
laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state
securities laws. 


 


	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title










    R-1-2


     


    

 


EXHIBIT R-2 


 


FORM OF TRANSFEREE CERTIFICATE FOR

TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue, 4th Floor 


New York, New York 10010 


Attention: N. Dante LaRocca


 


U.S. Bank National Association 


190 S. LaSalle Street, 7th Floor 


Mail Code: ML-IL-SL7 


Chicago, Illinois 60603 


Attention: CSMC 2017-CALI


 


KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael A. Tilden


 





	 	Attention: CSMC Trust 2017-CALI, Commercial Mortgage
                                         Pass-Through Certificates, Series 2017-CALI





 


Ladies and Gentlemen:


 


This letter is delivered to you in
connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”)
of the Excess Servicing Fee Right established under the Trust and Servicing Agreement, dated as of November 6, 2017 (the “Trust
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National
Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, U.S. Bank National Association, as
Certificate Administrator, as Custodian and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. All capitalized
terms used but not otherwise defined herein shall have the respective meanings set forth in the Trust and Servicing Agreement.
The Transferee hereby certifies, represents and warrants to you, as the Depositor and the Servicer, that:


 


1.       The
Transferee is acquiring the right to receive Excess Servicing Fees with respect to the Trust Loan as to which __________________
is the applicable Servicer (the “Excess Servicing Fee Right”) for its own account for investment and not with
a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate
the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws.


 






    R-2-1


     


    

 


2.       The
Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act
or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee or the Certificate
Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may
not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to
any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification
and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit
R-1 to the Trust and Servicing Agreement, and (B) each of the Servicer and the Depositor have received a certificate from
the prospective transferee substantially in the form attached as Exhibit R-2 to the Trust and Servicing Agreement.


 


3.       The
Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except
in compliance with the provisions of Section 3.17 of the Trust and Servicing Agreement, which provisions it has carefully
reviewed.


 


4.       Neither
the Transferee nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner,
(b) solicited any offer to buy or accept a pledge, disposition or other transfer of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any
other action with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar
security, which (in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution of
the Excess Servicing Fee Right under the Securities Act, would render the disposition of the Excess Servicing Fee Right a violation
of Section 5 of the Securities Act or any state securities law or would require registration or qualification of the Excess Servicing
Fee Right pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any person to act, in any manner
set forth in the foregoing sentence with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right
or any other similar security.


 


5.       The
Transferee has been furnished with all information regarding (a) the Depositor, (b) the Excess Servicing Fee Right and any payments
thereon, (c) the Trust and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and servicing
of the Mortgage Loan, and (e) all related matters that it has requested.


 


6.       The
Transferee is (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or
(b) an “accredited investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities
Act or an entity in which all of the equity owners come within such paragraphs. The Transferee has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Excess Servicing
Fee Right; the Transferee has sought such accounting,


 






    R-2-2


     


    

 


legal and tax advice as it has considered necessary to make an informed investment
decision; and the Transferee is able to bear the economic risks of such investment and can afford a complete loss of such investment.


 


7.       The
Transferee agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Trust and Servicing
Agreement, and made available to it, confidential, (ii) not to use or disclose such information in any manner which could result
in a violation of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificate
pursuant to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees,
agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person
other than such holder’s auditors, legal counsel and regulators, except to the extent such disclosure is required by law,
court order or other legal requirement or to the extent such information is of public knowledge at the time of disclosure by such
holder or has become generally available to the public other than as a result of disclosure by such holder; provided, however,
that such holder may provide all or any part of such information to any other Person who is contemplating an acquisition of the
Excess Servicing Fee Right if, and only if, such Person (x) confirms in writing such prospective acquisition and (y) agrees in
writing to keep such information confidential, not to use or disclose such information in any manner which could result in a violation
of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificates pursuant
to the Securities Act and not to disclose such information, and to cause its officers, directors, partners, employees, agents or
representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than
such Persons’ auditors, legal counsel and regulators.


 


8.       The
Transferee acknowledges that the holder of the Excess Servicing Fee Right shall not have any rights under the Trust and Servicing
Agreement except as set forth in Section 3.17 of the Trust and Servicing Agreement, and that the Excess Servicing Fee Rate
may be reduced to the extent provided in the Trust and Servicing Agreement.


 





	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title


 




    R-2-3


     


    

 


EXHIBIT S


 


FORM OF OPERATING ADVISOR ANNUAL REPORT1


 


Report Date: This report will be delivered annually
no later than 120 days after the end of calendar year, pursuant to the terms and conditions of the Trust and Servicing Agreement,
dated as of November 6, 2017 (the “Trust and Servicing Agreement”), among Credit Suisse Commercial Mortgage
Securities Corp., as depositor, KeyBank National Association, as servicer, Cohen Financial, a Division of SunTrust Bank, as special
servicer, U.S. Bank National Association, as certificate administrator and as custodian, U.S. Bank National Association as trustee,
and Park Bridge Lender Services LLC, as operating advisor. 


Transaction: CSMC Trust 2017-CALI, Commercial
Mortgage Pass Through Certificates, Series 2017-CALI 


Operating Advisor: Park Bridge Lender Services
LLC 


Special Servicer: Cohen Financial, a Division
of SunTrust Bank


 


I.          Executive
Summary


 


Based on the requirements and qualifications
set forth in the Trust 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 Trust and Servicing Agreement) has undertaken a limited review
of the Special Servicer’s actions under the Trust and Servicing Agreement. Based solely on such limited review of the items
listed below, 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 Accepted Servicing
Practices with respect to its performance of its duties under the Trust and Servicing Agreement during the prior calendar year.
[The Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer has failed to comply
with Accepted Servicing Practices, as a result of the following material deviations.]


 


●       
[LIST OF ANY 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]


  


 






 


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 Trust and Servicing Agreement, including, without limitation, provisions relating to Privileged Information.


 






    S-1


     


    

 


II.          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.     
Major Decision Reporting Packages.


 


2.     
Reports by the Special Servicer made available to Privileged Persons that are posted on the certificate administrator’s
website and each asset status report and 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 net present value calculations and Appraisal Reduction Amount calculations.


 


4.     
[LIST OTHER REVIEWED INFORMATION]


 


5.     
[INSERT IF AFTER AN OPERATING ADVISOR CONSULTATION EVENT: Consulted with the Special Servicer as provided under the Trust
and Servicing Agreement in respect to the asset status reports for the Trust Loan when a Special Servicing Loan Event has occurred
and with respect to Major Decisions.]


 


NOTE: The Operating Advisor’s review of the above
materials should be considered a limited review and not be considered a full or limited audit. For instance, we did not review
underlying lease agreements, re-engineer the quantitative aspects of their net present value calculator, visit any related property,
visit the Special Servicer, visit the Controlling Class Representative or interact with any borrower. In addition, our review of
the net present value calculations and Appraisal Reduction calculations is limited to the mathematical accuracy of the calculations
and the corresponding application of the non-discretionary portions of the applicable formulas, and as such, does not take into
account the reasonableness of the discretionary portions of such formulas.


 


		III.	Qualifications and Disclaimers Related to the Work Product Undertaken and Opinions Related to
this Report





 


1.     
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.


 


2.     
Except as may have been reflected in any Major Decision Reporting Package or Asset Status Report, the Operating Advisor
did not participate in, or have access to, the Special Servicer’s and Controlling Class Representative’s discussion(s)
regarding the Trust Loan when a Special Servicing Loan Event has occurred. The Operating Advisor does not have authority to speak
with the Controlling Class Representative or borrower directly. As such, the Operating Advisor relied solely 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.


 






    S-2


     


    

 


3.     
The Special Servicer has the legal authority and responsibility to service the Trust Loan when a Special Servicing Loan
Event has occurred pursuant to the Trust and Servicing Agreement. The Operating Advisor has no responsibility or authority to alter
the standards set forth therein or direct the actions of the Special Servicer.


 


4.     
Confidentiality and other contractual limitations limit the Operating Advisor’s ability to outline the details or
substance of any communications held between it and the Special Servicer regarding the Trust Loan when a Special Servicing Loan
Event has occurred and certain information it reviewed in connection with its duties under the Trust 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.


 


5.     
The Operating Advisor is not empowered to speak with any investors directly. If the investors have questions regarding this
report, they should address such questions to the certificate administrator through the certificate administrator’s website.


 


6.     
This report does not constitute recommendations to buy, sell or hold any security, nor does the Operating Advisor take into
account market prices of securities or financial markets generally when performing its limited review of the Special Servicer as
described above. The Operating Advisor does not have a fiduciary relationship with any Certificateholder or any other party or
individual. Nothing is intended to or should be construed as creating a fiduciary relationship between the Operating Advisor and
any Certificateholder, party or individual.


 


Terms used but not defined herein have the meaning set
forth in the Trust and Servicing Agreement.


 




    S-3


     


    

 


EXHIBIT T


 


FORM OF NOTICE FROM OPERATING ADVISOR RECOMMENDING

REPLACEMENT OF SPECIAL SERVICER


 


U.S. Bank National Association,

as Trustee 


190 S. LaSalle Street, 7th Floor 


Chicago, Illinois 60603 


Attention: CSMC 2017-CALI




 


U.S. Bank National Association,

as Certificate Administrator 


190 S. LaSalle Street, 7th Floor 


Chicago, Illinois 60603 


Attention: CSMC 2017-CALI


 


Cohen Financial, a Division of SunTrust Bank 


Loan Administration Service Center 


4601 College Boulevard, Suite 300 


Leawood, Kansas 66211 


Attention: Head of Investor Services


 


	Re:	CSMC Trust 2017-CALI, Commercial Mortgage Pass-Through
                                         Certificates, Series 2017-CALI, Recommendation of Replacement of Special Servicer



 


Ladies and Gentlemen:


 


This letter is delivered pursuant to
Section 7.1(d) of the Trust and Servicing Agreement, dated as of November 6, 2017 (the “Trust and Servicing
Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association,
as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, U.S. Bank National Association, as Certificate
Administrator, as Custodian and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor, on behalf of the holders
of the CSMC Trust 2017-CALI, Commercial Mortgage Pass-Through Certificates, Series 2017-CALI (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 Trust and Servicing Agreement.


 


Based upon our review of the Special
Servicer’s operational practices conducted pursuant to and in accordance with the Trust and Servicing Agreement, it is our
assessment that Cohen Financial, a Division of SunTrust Bank, in its current capacity as Special Servicer, is not


 






    T-1


     


    

 


[performing its
duties under the Trust 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 Cohen Financial, a Division of SunTrust Bank be removed as Special Servicer and that [________] be appointed
its successor in such capacity.


 





	 	Very truly yours,
	 	 	 
	 	PARK BRIDGE LENDER SERVICES LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:


 




    T-2


     


    

 


EXHIBIT U


 


ADDITIONAL FORM 10-D DISCLOSURE


 


Solely in the event that a Companion
Loan is included in an Other Securitization Trust which is subject to the Exchange Act reporting requirements of Regulation AB,
the parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible
for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant
to Section 11.4 of the Trust and Servicing Agreement to disclose to each Other Depositor and Other Exchange Act Reporting Party
to which such information is relevant for Exchange Act reporting purposes any information described in the corresponding Form 10-D
Item described in the “Item on Form 10-D” column to the extent such party has actual knowledge (and in the case of
net operating income 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 Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy
of the Offering Circular and prospectus supplement related to an Other Securitization Trust (other than information with respect
to itself that is set forth in or omitted from the Offering Circular or such prospectus supplement), in the absence of specific
written notice to the contrary from the Depositor or a Loan Seller. Each of the Certificate Administrator, the Trustee, the Servicer
and the Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant
obligor” other than a party or property identified as such in the prospectus supplement related to an Other Securitization
Trust and to assume that no other party or property will constitute a “significant obligor” after the Cut-off Date.
In no event shall the Servicer or the Special Servicer be required to provide any information for inclusion in a Form 10-D that
relates to the Trust Loan if the Servicer or the Special Servicer is not the Servicer or the Special Servicer of the Trust Loan,
as the case may be. For this CSMC Trust 2017-CALI and any Other Securitization Trust, each of the Certificate Administrator, the
Trustee, the 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

         

        Any information required by Item 1121 of Regulation AB
        which is NOT included on the Distribution Date Statement

         
	
        Certificate Administrator

        Depositor

        Servicer

(only with respect to Item 1121(a)(12)

as to non-Specially Serviced Loans)

        Special Servicer

(only with respect to Item 1121(a)(12)

as to Specially Serviced Loans) 




 






    U-1


     


    




 


	
        Item 2: Legal Proceedings

         

        per Item 1117 of Regulation AB

         
	(i) All parties to the Trust and Servicing Agreement (as to themselves), (ii) any other Reporting Servicer (as to itself), (iii) the Trustee, the Servicer and the Special Servicer as to the Trust (in the case of the Servicer and the Special Servicer, to be reported by the party controlling such litigation), (iv) each Sponsor as to itself and as to each 1110(b) originator and 1100(d)(1) party relating to the Trust Loan sold by such Sponsor to the Depositor, (v) the Depositor (as to any party under Item 1100(d)(1) of Regulation AB)
	Item 3:  Sale of Securities and Use of Proceeds	Depositor
	Item 4:  Defaults Upon Senior Securities	Certificate Administrator

Trustee
	Item 5:  Submission of Matters to a Vote of Security Holders	Certificate Administrator
	Item 6:  Significant Obligors of Pool Assets	
        Servicer (excluding information
for which the Special Servicer is the “Party Responsible”)

        Special Servicer (as to REO Properties)

         

	Item 7:  Significant Enhancement Provider Information	Depositor
	Item 8:  Other Information	Any party responsible for disclosure items on Form 8-K to the extent of such items
	Item 9:  Exhibits	
        Certificate Administrator (as to
the Distribution Date Statement)

        Depositor

         




 



    U-2


     


    


 



EXHIBIT
V


 


ADDITIONAL
FORM 10-K DISCLOSURE


 


Solely
in the event that a Companion Loan is included in an Other Securitization Trust which is subject to the Exchange Act reporting
requirements of Regulation AB, the parties identified in the “Party Responsible” column (with each Servicing Function
Participant deemed to be responsible for the following items for which the party that retained such Servicing Function Participant
is responsible) are obligated pursuant to Section 11.5 of the Trust and Servicing Agreement to disclose to each Other Depositor
and Other Exchange Act Reporting Party to which such information is relevant for Exchange Act reporting purposes any information
described in the corresponding Form 10-K Item described in the “Item on Form 10-K” column to the extent such party
has actual knowledge (and in the case of net operating income 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 Servicer and the Special Servicer (in its capacity
as such) shall be entitled to rely on the accuracy of the Offering Circular and prospectus supplement related to an Other Securitization
Trust (other than information with respect to itself that is set forth in or omitted from the Offering Circular or such prospectus
supplement), in the absence of specific written notice to the contrary from the Depositor or the Loan Seller. Each of the Certificate
Administrator, the Trustee, the Servicer and the Special Servicer (in its capacity as such) shall be entitled to conclusively
assume that there is no “significant obligor” other than a party or property identified as such in the prospectus
supplement related to an Other Securitization Trust and to assume that no other party or property will constitute a “significant
obligor” after the Cut-off Date. In no event shall the Servicer or the Special Servicer be required to provide any information
for inclusion in a Form 10-K that relates to the Trust Loan if the Servicer or the Special Servicer is not the applicable Servicer
or Special Servicer of the Trust Loan, as the case may be. For this CSMC Trust 2017-CALI and any Other Securitization Trust, each
of the Certificate Administrator, the Trustee, the 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	Any
    party responsible for disclosure items on Form 8-K to the extent of such items
	Item
    15:  Exhibits, Financial Statement Schedules	Certificate
                                         Administrator 

        Depositor

        




 






    V-1 


     


    

 


	Additional
                                         Item:

         

        Disclosure
        per Item 1117 of Regulation AB

         
	(i)
    All parties to the Trust and Servicing Agreement (as to themselves), (ii) any other Reporting Servicer (as to itself),
    (iii) the Trustee, the Certificate Administrator, the Servicer, the Depositor and the Special Servicer as to the Trust (in
    the case of the Servicer, the Depositor and the Special Servicer, to be reported by the party controlling such litigation),
    (iv) each Sponsor as to itself and as to each 1110(b) originator and 1100(d)(1) party relating to the Trust Loan sold by such
    Sponsor to the Depositor, (v) the Depositor (as to any party under Item 1100(d)(1) of Regulation AB)
	Additional
                                         Item: 

        Disclosure
        per Item 1119 of Regulation AB

         
	(i)
    All parties to the Trust and Servicing Agreement as to themselves (in the case of the Servicer, only as to 1119(a) affiliations
    with Significant Obligors identified in the Trust and Servicing Agreement, the Trustee, the Certificate Administrator, the
    Special Servicer or a sub-servicer described in 1108(a)(3) and, in the case of the Special Servicer, only as to 1119(a) affiliations
    with Significant Obligors identified in the Trust and Servicing Agreement, the Trustee, the Certificate Administrator, the
    Servicer or a sub-servicer described in 1108(a)(3)), (ii) the Depositor (as to the Trust), (iii) each Sponsor as
    to itself and as to each 1110(b) originator and 1100(d)(1) party relating to the Trust Loan sold by such Sponsor to the Depositor,
    (iv) the Depositor as to the enhancement or support provider, (v) the Depositor (as to any party under Item 1100(d)(1)
    of Regulation AB)
	Additional
                                         Item: 

        Disclosure
        per Item 1112(b) of Regulation AB
	Servicer
                                         (excluding information for which the Special Servicer is the “Party Responsible”)

        

        Special
        Servicer (as to REO Properties)

        

	Additional
                                         Item: 

        Disclosure
        per Items 1114(b)(2) and 1115(b) of Regulation AB

        
	Depositor





 






    V-2 


     


    

 


EXHIBIT
W


 


FORM
8-K DISCLOSURE INFORMATION


 


Solely
in the event that a Companion Loan is included in an Other Securitization Trust which is subject to the Exchange Act reporting
requirements of Regulation AB, the parties identified in the “Party Responsible” column (with each Servicing Function
Participant deemed to be responsible for the following items for which the party that retained such Servicing Function Participant
is responsible) are obligated pursuant to Section 11.6 of the Trust and Servicing Agreement to report to each Other Depositor
and Other Exchange Act Reporting Party to which such information is relevant for Exchange Act reporting purposes the occurrence
of any event described in the corresponding Form 8-K Item described in the “Item on Form 8-K” column to the extent
such party has actual knowledge of such information (other than information as to itself). Each of the Certificate Administrator,
the Trustee, the Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the
Offering Circular and prospectus supplement related to an Other Securitization Trust (other than information with respect to itself
that is set forth in or omitted from the Offering Circular or such prospectus supplement), in the absence of specific written
notice to the contrary from the Depositor or the Loan Seller. Each of the Certificate Administrator, the Trustee, the Servicer
and the Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant
obligor” other than a party or property identified as such in the prospectus supplement related to an Other Securitization
Trust and to assume that no other party or property will constitute a “significant obligor” after the Cut-off Date.
In no event shall the Servicer or the Special Servicer be required to provide any information for inclusion in a Form 8-K that
relates to the Trust Loan if the Servicer or the Special Servicer is not the applicable Servicer or Special Servicer of the Trust
Loan, as the case may be. For this CSMC Trust 2017-CALI and any Other Securitization Trust, each of the Certificate Administrator,
the Trustee, the 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	Servicer,
                                         Special Servicer and the Trustee (in the case of the Servicer, Special Servicer and the
                                         Trustee, only as to agreements it is a party to or entered into on behalf of the Trust)

                                         Certificate Administrator (other than as to agreements to which the Depositor (and no
                                         other party to the Trust and Servicing Agreement) is a party) 

        Depositor 




 






    W-1 


     


    

 


	Item
    1.02- Termination of a Material Definitive Agreement	Servicer,
                                         Special Servicer and the Trustee (in the case of the Servicer, Special Servicer and the
                                         Trustee, only as to agreements it is a party to or entered into on behalf of the Trust) 

        Certificate
        Administrator (other than as to agreements to which the Depositor (and no other party to the Trust and Servicing Agreement)
        is a party)

        Depositor 

	Item
    1.03- Bankruptcy or Receivership	Depositor

    Each Sponsor as to itself
	Item
    2.04- Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
    Arrangement	Depositor

    Certificate Administrator
	Item
    3.03- Material Modification to Rights of Security Holders	Certificate
    Administrator
	Item
    5.03- Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	Depositor
	Item
    6.01- ABS Informational and Computational Material	Depositor
	Item
    6.02- Change of Servicer, Special Servicer or Trustee	Servicer
                                         (as to itself or a servicer retained by it) 

        Special
        Servicer (as to itself or a servicer retained by it)

        

        Trustee

        Certificate Administrator

        Depositor 

	Item
    6.03- Change in Credit Enhancement or External Support	Depositor

    Certificate Administrator
	Item
    6.04- Failure to Make a Required Distribution	Certificate
    Administrator
	Item
    6.05- Securities Act Updating Disclosure	Depositor
	Item
    7.01- Regulation FD Disclosure	Depositor
	Item
    8.01	Depositor
	Item
    9.01	Depositor





 






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EXHIBIT
X


 


FORM
OF CERTIFICATE ADMINISTRATOR RECEIPT

OF THE CLASS HRR CERTIFICATES


 


November
21, 2017


 


	Credit
                                         Suisse Commercial Mortgage Securities Corp.

                                         11 Madison Avenue, 4th Floor 

        New
        York, New York 10010 

        Attention:
        N. Dante LaRocca

         
	Column
                                         Financial, Inc. 

        11
        Madison Avenue, 4th Floor

        New York, New York 10010

        Attention: N. Dante LaRocca

         

	1CAL
                                         Grand Avenue Partners, LLC 

        c/o
        Oaktree Capital Management, L.P. 

        333
        S. Grand Avenue, 28th Floor 

        Los
        Angeles, California 90071 

        Attention:
        Bryan Sather

         
	 


 


		Re:	CSMC
                                         Trust 2017-CALI, Commercial Mortgage Pass-Through Certificates, Series 2017-CALI



 


In
accordance with Section 5.1(d) of the Trust and Servicing Agreement, dated as of November 6, 2017 (the “Agreement”),
the Certificate Administrator hereby acknowledges receipt of $14,100,000 of the Class HRR Certificates in the form of a Definitive
Certificate (CUSIP No. 12652F AU6), which constitutes all of the Class HRR Certificates, as defined in the Agreement, for the
benefit of 1CAL Grand Avenue Partners, LLC, the initial Third Party Purchaser. A copy of such Class HRR Certificate is attached
as Exhibit A-10 to the Agreement.


 


Capitalized
terms used but not defined herein shall the respective meanings set forth in the Agreement.


 





	 	u.s.
                                         bank national association,

                                         not in its individual capacity

                                         but solely as Certificate Administrator
	 	 	 
		By: 	 
	 	Name:

                                         Title:





 




    X-1 


     


    

 


EXHIBIT
Y


 


ADDITIONAL
DISCLOSURE NOTIFICATION


 


**SEND
VIA FAX TO 866-807-8670 AND VIA EMAIL TO cmbs.transactions@usbank.com AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


U.S.
Bank National Association,

as Certificate Administrator 


190
S. LaSalle Street, 7th Floor


Chicago,
Illinois 60603


Attention:
CSMC 2017-CALI


 


RE:
**Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies
and Gentlemen:


 


In
accordance with Section [11.4] [11.5] [11.6] of the Trust and Servicing Agreement, dated as of November 6, 2017 (the “Trust
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National
Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, U.S. Bank National Association, as
Certificate Administrator, as Custodian and as Trustee, and Park Bridge Lender Services LLC, 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	 	 





 







    Y-1 


     


    

 


EXHIBIT
Z


 


INITIAL
SUB-SERVICERS


 


None.


 




    Z-1 


     


    

 


EXHIBIT
AA


 


FORM
OF BACK-UP CERTIFICATION


 


CSMC
Trust 2017-CALI (the “Trust”)


 


I,
[identify the certifying individual], a [identify position] of [identify party],
as [identify role] under that certain Trust and Servicing Agreement dated as of November 6, 2017 (the “Trust and
Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National
Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, U.S. Bank National Association, as
Certificate Administrator, as Custodian and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor, on behalf of
the [identify role], certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, and its officers,
directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all servicing information and all required reports required to be
                                         submitted by the [identify role] to the applicable Other Exchange Act Reporting Party
                                         pursuant to the Trust and Servicing Agreement for inclusion in the annual report on Form
                                         10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the
                                         “Reports”) have been submitted by the [identify role] to the Servicer,
                                         the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion
                                         in these reports;



 


		2.	Based
                                         on my knowledge, the [identify role] information contained in the Reports, taken as a
                                         whole, does not contain any untrue statement of a material fact or omit to state a material
                                         fact necessary to make the statements made therein, in light of the circumstances under
                                         which such statements were made, not misleading with respect to the period covered by
                                         these reports;



 


		3.	I
                                         am, or an officer under my supervision is, responsible for reviewing the activities performed
                                         by the [identify role] under the Trust and Servicing Agreement and based upon my knowledge
                                         and the annual compliance reviews conducted in preparing the servicer compliance statements
                                         required in this report under Item 1123 of Regulation AB with respect to the [identify
                                         role], and except as disclosed in the compliance certificate delivered by the [identify
                                         role] under Section 11.7 of the Trust and Servicing Agreement, the [identify role] has
                                         fulfilled its obligations under the Trust and Servicing Agreement in all material respects
                                         in the year to which such report applies;



 


		4.	The
                                         accountants that are to deliver the annual attestation report on assessment of compliance
                                         with the Relevant Servicing Criteria in respect of the [identify role] with respect to
                                         the Trust’s fiscal year _____ have been provided all information relating to the
                                         [identify role] 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.	The
                                         report on assessment of compliance with servicing criteria applicable to the [identify
                                         role] for asset-backed securities with respect to the [identify role] or any Servicing



 






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		 	 Function Participant retained by the [identify role] and related attestation report on
                                         assessment of compliance with servicing criteria applicable to it required to be included
                                         in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
                                         of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor
                                         and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any
                                         material instances of noncompliance described in such reports have been provided to the
                                         Certificate Administrator and the Depositor for disclosure in such annual report on Form
                                         10-K.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Trust and Servicing Agreement.


 





	Date: 	 	 



 





	 	[IDENTIFY
    PARTY]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:



 






    AA-2


     


    

 


EXHIBIT
BB-1


 


FORM
OF INVESTOR CERTIFICATION FOR NON-BORROWER RELATED PARTY


 


[Date]


 


U.S.
Bank National Association,

as Certificate Administrator


190
S. LaSalle Street, 7th Floor


Chicago,
Illinois 60603


Attention:
CSMC 2017-CALI 


 


		Re:	CSMC
                                         Trust 2017-CALI, Commercial Mortgage Pass-Through Certificates, Series 2017-CALI,
                                         Class [__]



 


In
accordance with the requirements for obtaining certain information under, or the exercise of Voting Rights pursuant to, the Trust
and Servicing Agreement, dated as of November 6, 2017 (the “Trust and Servicing Agreement”), by and among
Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, Cohen Financial,
a Division of SunTrust Bank, as Special Servicer, U.S. Bank National Association, as Certificate Administrator, as Custodian and
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor, with respect to the above-referenced certificates (the
“Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is [a [Certificateholder] [Beneficial Owner] [prospective purchaser] of the Class ___ Certificates] [[the Controlling
Class Representative]1 [a repurchasing Sponsor] [a Companion Loan Holder]].


 


2.       The
undersigned is not a Borrower Related Party or an Affiliate or an agent thereof.


 


3.       The
undersigned has received a copy of the final Offering Circular.2


 


4.       The
undersigned is requesting access pursuant to the Trust 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 Trust 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


 





 



 


1
Only required if (i) the Controlling Class Representative is not a Certificateholder and (ii) no Control Termination Event
or Consultation Termination Event is in effect.


 


2
Not required for a prospective purchaser.


 






    BB-1-1


     


    

 


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 Certificate Administrator,
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.


 


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.              If
the undersigned intends to exercise Voting Rights under the Trust and Servicing Agreement, please check one of the following:


 


		___	The
                                         undersigned is the Depositor, the Servicer, the Special Servicer, the Custodian, the
                                         Trustee or the Operating Advisor.



 


		___	The
                                         undersigned is an Affiliate of the Depositor, the Servicer, the Special Servicer, the
                                         Trustee, the Custodian or the Operating Advisor and hereby certifies to the existence
                                         of an Affiliate Ethical Wall between it and the Depositor, the Servicer, the Special
                                         Servicer, the Trustee, the Custodian or the Operating Advisor as applicable.



 


		___	The
                                         undersigned is not the Depositor, the Servicer, the Special Servicer, the Trustee, the
                                         Custodian or the Operating Advisor or an Affiliate of the foregoing.



 


6.             The
undersigned shall be fully liable for any breach of this certificate by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Custodian, the Servicer, the Special Servicer, the Operating Advisor 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 agrees that each time it accesses the Trustee’s Website, the undersigned is deemed to have recertified that
the representations and covenants contained herein remain true and correct.


 


8.             The
undersigned agrees to resubmit an Investor Certification upon becoming a Borrower Related Party or an Affiliate thereof or an
agent of any of the foregoing.


 


9.             Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and [shall be deemed to have] caused its name to
be signed hereto by its duly authorized signatory, as of the day and year written above.


 






    BB-1-2


     


    



 


	 	[Certificateholder] [Beneficial
    Owner] [prospective purchaser] [Controlling Class Representative] [repurchasing Sponsor] [a Companion Loan Holder]





	 	 	 
	 	By: 	 




	 	 	 
	 	Name: 	 




	 	 	 
	 	Title: 	 




	 	 	 
	 	Company: 	 




	 	 	 
	 	Phone: 	 



 






    BB-1-3


     


    

 


EXHIBIT
BB-2


 


FORM
OF INVESTOR CERTIFICATION FOR BORROWER RELATED PARTY


 


[Date]


 


U.S.
Bank National Association,

as Certificate Administrator


190
S. LaSalle Street, 7th Floor


Chicago,
Illinois 60603


Attention:
CSMC 2017-CALI


 


		Re:	CSMC
                                         Trust 2017-CALI, Commercial Mortgage Pass-Through Certificates, Series 2017-CALI,
                                         Class [__]



 


In
accordance with the requirements for obtaining certain information under, or the exercise of Voting Rights pursuant to, the Trust
and Servicing Agreement, dated as of November 6, 2017 (the “Trust and Servicing Agreement”), by and among
Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, Cohen Financial,
a Division of SunTrust Bank, as Special Servicer, U.S. Bank National Association, as Certificate Administrator, as Custodian and
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor, with respect to the above-referenced certificates (the
“Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is [a [Certificateholder] [Beneficial Owner] [prospective purchaser] of the Class ___ Certificates] [[the Controlling
Class Representative]1 [a repurchasing Sponsor] [a Companion Loan Holder]].


 


2.       The
undersigned is a Borrower Related Party.


 


3.       The
undersigned has received a copy of the final Offering Circular.2


 


4.       The
undersigned is requesting access pursuant to the Trust and Servicing Agreement to the Distribution Date Statements (the “Information”)
on the Certificate Administrator’s Website.


 


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 Certificate Administrator,
be otherwise disclosed by


 





 



 


1
Only required if (i) the Controlling Class Representative is not a Certificateholder and (ii) no Control Termination Event
or Consultation Termination Event is in effect.


 


2
Not required for a prospective purchaser.


 






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the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively,
the “Representatives”) in any manner whatsoever, in whole or in part.


 


The
undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities
Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would
require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.       The
undersigned shall be fully liable for any breach of this certificate by itself or any of its Representatives and shall indemnify
the Depositor, the Certificate Administrator, the Trustee, the Servicer, the Special Servicer and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


7.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and [shall be deemed to have] caused its name to
be signed hereto by its duly authorized signatory, as of the day and year written above.


 


	 	[Certificateholder] [Beneficial Owner] [prospective purchaser] [Controlling Class Representative] [a Companion Loan Holder]





	 	 	 
	 	By: 	 




	 	 	 
	 	Name: 	 




	 	 	 
	 	Title: 	 




	 	 	 
	 	Company: 	 




	 	 	 
	 	Phone: 	 



 






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EXHIBIT
CC


 


FORM
OF CUSTODIAL CERTIFICATION / EXCEPTION REPORT


 


[DATE]


 


	U.S. Bank
    National Association

    190 S. LaSalle Street, 7th Floor

    Chicago, Illinois 60603

    Attention: CSMC 2017-CALI

    

    Credit Suisse Commercial Mortgage Securities Corp. 

    11 Madison Avenue, 4th Floor

    New York, New York 10010

    Attention: N. Dante LaRocca

    

    KeyBank National Association

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Michael A. Tilden 

    
	Cohen Financial,
    a Division of SunTrust Bank 

Loan Administration Service Center

    4601 College Boulevard, Suite 300

    Leawood, Kansas 66211

    Attention: Head of Investor Services

    

    Park Bridge Lender Services LLC

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention:  CSMC 2017-CALI – Surveillance Manager

    

    Column Financial, Inc.

    11 Madison Avenue, 4th Floor

    New York, New York 10010

    Attention: N. Dante LaRocca


 


		Re:	Trust
                                         and Servicing Agreement (“Trust and Servicing Agreement”) relating
                                         to CSMC Trust 2017-CALI, Commercial Mortgage Pass-Through Certificates, Series 2017-CALI



 


Ladies
and Gentlemen:


 


In
accordance with the provisions of Section 2.2(b) of the Trust and Servicing Agreement, dated as of November 6, 2017
(the “Trust and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as
Depositor, KeyBank National Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, U.S.
Bank National Association, as Certificate Administrator, as Custodian and as Trustee, and Park Bridge Lender Services LLC, as
Operating Advisor, the undersigned hereby certifies that, with respect to the Trust Loan, and subject to the exceptions noted
in the schedule of exceptions attached hereto, (i) all documents referred to in Section 2.1(b) of the Trust and Servicing
Agreement are in its possession; (ii) the recordation/filing contemplated by Section 2.1(b) of the Trust and Servicing
Agreement has been completed (based solely on receipt by the undersigned of the particular recorded/filed documents); and (iii)
all documents received by the undersigned or the Custodian with respect to the Trust Loan (A) appear regular on their face (handwritten
additions, changes or corrections shall not constitute irregularities if initialed by the Loan Borrower), (B) appear to have been
executed (where appropriate), (C) purport to relate to the


 






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Trust Loan and (D) purport to be recorded or filed (as applicable)
and have not been torn, mutilated or otherwise defaced, and appear on their faces to relate to the Trust Loan.


 


The
undersigned makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any such
documents contained in the Mortgage File, or (ii) the collectability, insurability, effectiveness or suitability of the Trust
Loan.


 


The
Custodian’s review of the Mortgage File and its certification with respect thereto shall not be deemed to constitute “due
diligence services” or a “third party due diligence report” as such terms are defined in Rule 17g-10 and 15Ga-2,
respectively, promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.


 


Capitalized
words and phrases used herein and not otherwise defined herein shall have the respective meanings assigned to them in the Trust
and Servicing Agreement. This Certificate is subject in all respects to the terms of the Trust and Servicing Agreement.





	 	 	 
	 	U.S. Bank National Association,
    as Custodian
	 	 	 
	 	By:	 
	 		Name:
	 	 	Title



 






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