Common use of Exchanges of Exchangeable Groups of Certificates Clause in Contracts

Exchanges of Exchangeable Groups of Certificates. (a) The Grantor Trust shall be maintained by the Certificate Administrator, on behalf of the Trustee, in part for the benefit of the Holders of the Certificates (other than the Class R Certificates). The assets of the Grantor Trust held for the benefit of the Holders of the Certificates (other than the Class R Certificates) shall consist of the Regular Interests. The Regular Interests shall be held by the Certificate Administrator for the benefit of the Trustee. At all times, each Regular Certificate shall represent beneficial ownership interests in the related Class Percentage Interest of the related Regular Interest, in each case, with the corresponding alphabetical and numerical designation. At all times, the Class V-ABC Certificates shall represent beneficial ownership interests in the Class V-ABC Percentage Interest of the Class A, Class B, Class C and Class X Regular Interests. At all times, the Class V-D Certificates shall represent beneficial ownership interests in the Class V-D Percentage Interest of the Class D Regular Interests. At all times, the Class V-E Certificates shall represent beneficial ownership interests in the Class V-E Percentage Interest of the Class E Regular Interests. At all times, the Class V-F Certificates shall represent beneficial ownership interests in the Class V-F Percentage Interest of the Class F Regular Interests. At all times, the Class V2 Certificates shall represent beneficial ownership interests in the Class V2 Percentage Interest of the Regular Interests. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Certificates (other than the Class R Certificates). Each Class of Certificates (other than the Class R Certificates) shall be initially issued on the Closing Date with the respective aggregate Initial Certificate Balance or Initial Notional Amount, as applicable, set forth for such Class in the Introductory Statement. (c) Following the Closing Date and subject to the conditions set forth in Section 5.8(d), if a Certificateholder holds a uniform Tranche Percentage Interest in an Exchangeable Group of Certificates, then such Exchangeable Group of Certificates may be exchanged on the books of the Depository for the same Tranche Percentage Interest in any other Exchangeable Group of Certificates as the Certificates to be surrendered. The Certificate(s) identified in the table below under “Exchangeable Group 1”, “Exchangeable Group 2” and “Exchangeable Group 3” are each an “Exchangeable Group” of Certificates. Class A Class V-ABC Class V2 Class X Class B Class C Class D Class V-D Class E Class V-E Class F Class V-F For the avoidance of doubt, by way of example, the holder of a uniform Tranche Percentage Interest of each Class of Regular Certificates (collectively referred to in the table above as “Exchangeable Group 1”) may exchange such Certificates for the same Tranche Percentage Interest in either (i) the Class V-ABC, Class V-D, Class V-E and Class V-F Certificates (collectively referred to in the table above as “Exchangeable Group 2”) or (ii) the Class V2 Certificates (referred to in the table above as “Exchangeable Group 3”). (d) An exchange of an Exchangeable Group of Certificates may only occur if the Certificates being surrendered or received in such exchange have denominations no smaller than the minimum denominations set forth in Section 5.1(b). There shall be no limitation on the number of exchanges of Exchangeable Groups of Certificates authorized pursuant to this Section 5.8. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date and shall deliver instructions substantially in the form of Exhibit R to the Certificate Administrator along with the original Certificate exchanged (unless such exchanged Certificate was deemed issued). (e) For any exchange other than any exchange effectuated on the Closing Date by the Depositor pursuant to Section 5.8(d), at the request of the Holder of a uniform Tranche Percentage Interest of an Exchangeable Group of Certificates, and upon the surrender of the Certificates evidencing such Tranche Percentage Interest, the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.8(g)) the corresponding Exchangeable Group of Certificates to which such Certificateholder is entitled as set forth in Section 5.8(c). (f) In connection with any exchange of an Exchangeable Group of Certificates, (i) the Certificate Registrar shall reduce the outstanding aggregate Certificate Balance or Notional Amount, as applicable, of the Class or Classes comprising the Exchangeable Group of Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Certificate Balance or Notional Amount, as applicable, of the related Class or Classes of the Exchangeable Group of Certificates received by such Holder in such exchange on the Certificate Register, (ii) the Certificate Registrar shall reduce the Initial Certificate Balance or Initial Notional Amount specified in the Introductory Statement to this Agreement, as applicable, of the Class or Classes comprising the Exchangeable Group of Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the Initial Certificate Balance or Initial Notional Amount specified in the Introductory Statement to this Agreement, as applicable, of the related Class or Classes of the Exchangeable Group of Certificates received by such Holder, and (iii) in the case of any related Global Certificate, the Certificate Registrar or the Certificate Administrator, as applicable, shall approve the instructions at the Depository and make appropriate notations on the Global Certificate for each related Class of Certificates to reflect such reductions and increases. Any transfer of a Certificate evidencing the RR Interest to (i) a Plan subject to ERISA or Section 4975 of the Code relying on Prohibited Transaction Exemption 89-90 or (ii) an insurance company general account relying on Sections I and III of XXXX 00-00 xxxxx xx effected through Natixis Securities Americas LLC or X.X. Xxxxxx Securities LLC. (g) For all exchanges other than any exchange effectuated by the Depositor pursuant to Section 5.8(d), in order to effect an exchange of an Exchangeable Group of Certificates, the Certificateholder shall notify the Certificate Administrator in writing or by e-mail at xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx (with a subject line referencing “NCMS 2019-10K” and setting forth the proposed Exchange Date) no later than three Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP number of each Certificate to be exchanged and each Certificate to be received; the original and outstanding Certificate Balance or Notional Amount, as applicable, of the Certificates to be exchanged and the original and outstanding Certificate Balance or Notional Amount, as applicable, of the Certificates to be received; the Certificateholder’s Depository Participant number, if applicable; and the proposed Exchange Date. The Certificateholder and the Certificate Registrar shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange of the applicable Certificates that are Global Certificates. A notice shall become irrevocable on the second Business Day before the proposed Exchange Date. Global Certificates shall be exchangeable on the books of the Depository for the corresponding Global Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit R. (h) The Certificate Administrator shall make the first distribution on a Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability of the applicable Certificates in the market to accomplish any exchange.

Exchanges of Exchangeable Groups of Certificates. (a) The Grantor Trust shall be maintained by the Certificate Administrator, on behalf of the Trustee, in part for the benefit of the Holders of the Certificates (other than the Class R Certificates). The assets of the Grantor Trust held for the benefit of the Holders of the Certificates (other than the Class R Certificates) shall consist of the Regular Interests. The Regular Interests shall be held by the Certificate Administrator for the benefit of the Trustee. At all times, each Regular Certificate shall represent beneficial ownership interests in the related Class Percentage Interest of the related Regular Interest, in each case, with the corresponding alphabetical and numerical designation. At all times, the Class V-ABC Certificates shall represent beneficial ownership interests in the Class V-ABC Percentage Interest of the Class A, Class B, Class C and Class X Regular Interests. At all times, the Class V-D Certificates shall represent beneficial ownership interests in the Class V-D Percentage Interest of the Class D Regular Interests. At all times, the Class V-E Certificates shall represent beneficial ownership interests in the Class V-E Percentage Interest of the Class E Regular Interests. At all times, the Class V-F Certificates shall represent beneficial ownership interests in the Class V-F Percentage Interest of the Class F Regular Interests. At all times, the Class V2 Certificates shall represent beneficial ownership interests in the Class V2 Percentage Interest of the Regular Interests. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Certificates (other than the Class R Certificates). Each Class of Certificates (other than the Class R Certificates) shall be initially issued on the Closing Date with the respective aggregate Initial Certificate Balance or Initial Notional Amount, as applicable, set forth for such Class in the Introductory Statement. (c) Following the Closing Date and subject to the conditions set forth in Section 5.8(d), if a Certificateholder holds a uniform Tranche Percentage Interest in an Exchangeable Group of Certificates, then such Exchangeable Group of Certificates may be exchanged on the books of the Depository for the same Tranche Percentage Interest in any other Exchangeable Group of Certificates as the Certificates to be surrendered. The Certificate(s) identified in the table below under “Exchangeable Group 1”, “Exchangeable Group 2” and “Exchangeable Group 3” are each an “Exchangeable Group” of Certificates. Class A Class V-ABC Class V2 Class X Class B Class C Class D Class V-D Class E Class V-E Class F Class V-F For the avoidance of doubt, by way of example, the holder of a uniform Tranche Percentage Interest of each Class of Regular Certificates (collectively referred to in the table above as “Exchangeable Group 1”) may exchange such Certificates for the same Tranche Percentage Interest in either (i) the Class V-ABC, Class V-D, Class V-E ABC and Class V-F D Certificates (collectively referred to in the table above as “Exchangeable Group 2”) or (ii) the Class V2 Certificates (referred to in the table above as “Exchangeable Group 3”). (d) An exchange of an Exchangeable Group of Certificates may only occur if the Certificates being surrendered or received in such exchange have denominations no smaller than the minimum denominations Denominations set forth in Section 5.1(b). There shall be no limitation on the number of exchanges of Exchangeable Groups of Certificates authorized pursuant to this Section 5.8. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date and shall deliver instructions substantially in the form of Exhibit R to the Certificate Administrator along with the original Certificate exchanged (unless such exchanged Certificate was deemed issued). (e) For any exchange other than any exchange effectuated on the Closing Date by the Depositor pursuant to Section 5.8(d), at the request of the Holder of a uniform Tranche Percentage Interest of an Exchangeable Group of Certificates, and upon the surrender of the Certificates evidencing such Tranche Percentage InterestPercentage, the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.8(g)) the corresponding Exchangeable Group of Certificates to which such Certificateholder is entitled as set forth in Section 5.8(c). (f) In connection with any exchange of an Exchangeable Group of Certificates, (i) the Certificate Registrar shall reduce the outstanding aggregate Certificate Balance or Notional Amount, as applicable, of the Class or Classes comprising the Exchangeable Group of Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Certificate Balance or Notional Amount, as applicable, of the related Class or Classes of the Exchangeable Group of Certificates received by such Holder in such exchange on the Certificate Register, (ii) the Certificate Registrar shall reduce the Initial Certificate Balance or Initial Notional Amount specified in the Introductory Statement to this Agreement, as applicable, of the Class or Classes comprising the Exchangeable Group of Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the Initial initial Certificate Balance or Initial Notional Amount specified in the Introductory Statement to this Agreement, as applicable, of the related Class or Classes of the Exchangeable Group of Certificates received by such Holder, and (iii) in the case of any related Global Certificate, the Certificate Registrar or the Certificate Administrator, as applicable, shall approve the instructions at the Depository and make appropriate notations on the Global Certificate for each related Class of Certificates to reflect such reductions and increases. Any transfer of a Certificate evidencing the RR Interest to (i) a Plan subject to ERISA or Section 4975 of the Code relying on Prohibited Transaction Exemption 89-90 or (ii) an insurance company general account relying on Sections I and III of XXXX 00-00 xxxxx xx effected through Natixis Securities Americas LLC or X.X. Xxxxxx Credit Suisse Securities (USA) LLC. (g) For all exchanges other than any exchange effectuated by the Depositor pursuant to Section 5.8(d), in order to effect an exchange of an Exchangeable Group of Certificates, the Certificateholder shall notify the Certificate Administrator in writing or by e-mail at xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx (with a subject line referencing “NCMS 2019-10KNEMA” and setting forth the proposed Exchange Date) no later than three Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP number Number of each Certificate to be exchanged and each Certificate to be received; the original and outstanding Certificate Balance or Notional Amount, as applicable, of the Certificates to be exchanged and the original and outstanding Certificate Balance or Notional Amount, as applicable, of the Certificates to be received; the Certificateholder’s Depository Participant participant number, if applicable; and the proposed Exchange Date. The Certificateholder and the Certificate Registrar shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange of the applicable Certificates that are Global Certificates. A notice shall become irrevocable on the second Business Day before the proposed Exchange Date. Global Certificates shall be exchangeable on the books of the Depository for the corresponding Global Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit R. (h) The Certificate Administrator shall make the first distribution on a Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability of the applicable Certificates in the market to accomplish any exchange.

Exchanges of Exchangeable Groups of Certificates. (a) The Grantor Trust shall be maintained by the Certificate Administrator, on behalf of the Trustee, in part for the benefit of the Holders of the Certificates (other than the Class R Certificates). The assets of the Grantor Trust held for the benefit of the Holders of the Certificates (other than the Class R Certificates) shall consist of the Regular InterestsInterests and Excess Default Interest. The Regular Interests shall be held by the Certificate Administrator for the benefit of the Trustee. At all times, each Regular Certificate shall represent beneficial ownership interests in the related Class Percentage Interest of the related Regular Interest and Excess Default Interest, in each case, with the corresponding alphabetical and numerical designation. At all times, the Class V-ABC V Certificates shall represent beneficial ownership interests in the Class V-ABC Percentage Interest of the Class A, Class B, Class C and Class X Regular Interests. At all times, the Class V-D Certificates shall represent beneficial ownership interests in the Class V-D Percentage Interest of the Class D Regular Interests. At all times, the Class V-E Certificates shall represent beneficial ownership interests in the Class V-E Percentage Interest of the Class E Regular Interests. At all times, the Class V-F Certificates shall represent beneficial ownership interests in the Class V-F Percentage Interest of the Class F Regular Interests. At all times, the Class V2 Certificates shall represent beneficial ownership interests in the Class V2 V Percentage Interest of the Regular InterestsInterests and Excess Default Interest. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Certificates (other than the Class R Certificates). Each Class of Certificates (other than the Class R Certificates) shall be initially issued on the Closing Date with the respective aggregate Initial initial Certificate Balance or Initial Notional Amount, as applicable, set forth for such Class in the Introductory Statement. (c) Following the Closing Date and subject to the conditions set forth in Section 5.8(d), if a Certificateholder holds a uniform Tranche Percentage Interest in an Exchangeable Group of Certificates, then such Exchangeable Group of Certificates may be exchanged on the books of the Depository for the same Tranche Percentage Interest in any other Exchangeable Group of Certificates as the Certificates to be surrendered. The Certificate(s) identified in the table below under “Exchangeable Group 1”, “Exchangeable Group 2” and “Exchangeable Group 32” are each an “Exchangeable Group” of Certificates. Class A Class V-ABC Class V2 Class X V Class B Class C Class D Class V-D Class E Class V-E Class F Class V-F G Class H For the avoidance of doubt, by way of example, the holder of a uniform Tranche Percentage Interest of each Class of Regular Certificates (collectively referred to in the table above as “Exchangeable Group 1”) may exchange such Certificates for the same Tranche Percentage Interest in either (i) the Class V-ABC, Class V-D, Class V-E and Class V-F Certificates (collectively referred to in the table above as “Exchangeable Group 2”) or (ii) the Class V2 V Certificates (referred to in the table above as “Exchangeable Group 32”). (d) An exchange of an Exchangeable Group of Certificates may only occur if the Certificates being surrendered or received in such exchange have denominations no smaller than the minimum denominations Denominations set forth in Section 5.1(b). There shall be no limitation on the number of exchanges of Exchangeable Groups of Certificates authorized pursuant to this Section 5.8. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date and shall deliver instructions substantially in the form of Exhibit R to the Certificate Administrator along with the original Certificate exchanged (unless such exchanged Certificate was deemed issued). (e) For any exchange other than any exchange effectuated on the Closing Date by the Depositor pursuant to Section 5.8(d), at the request of the Holder of a uniform Tranche Percentage Interest of an Exchangeable Group of Certificates, and upon the surrender of the Certificates evidencing such Tranche Percentage InterestPercentage, the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.8(g)) the corresponding Exchangeable Group of Certificates to which such Certificateholder is entitled as set forth in Section 5.8(c). (f) In connection with any exchange of an Exchangeable Group of Certificates, (i) the Certificate Registrar shall reduce the outstanding aggregate Certificate Balance or Notional Amount, as applicable, of the Class or Classes comprising the Exchangeable Group of Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Certificate Balance or Notional Amount, as applicable, of the related Class or Classes of the Exchangeable Group of Certificates received by such Holder in such exchange on the Certificate Register, (ii) the Certificate Registrar shall reduce the Initial initial Certificate Balance or Initial Notional Amount specified in the Introductory Statement to this Agreement, as applicable, of the Class or Classes comprising the Exchangeable Group of Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the Initial initial Certificate Balance or Initial Notional Amount specified in the Introductory Statement to this Agreement, as applicable, of the related Class or Classes of the Exchangeable Group of Certificates received by such Holder, and (iii) in the case of any related Global Certificate, the Certificate Registrar or the Certificate Administrator, as applicable, shall approve the instructions at the Depository and make appropriate notations on the Global Certificate for each related Class of Certificates to reflect such reductions and increases. Any transfer of a Certificate evidencing the RR Interest to (i) a Plan subject to ERISA or Section 4975 of the Code relying on Prohibited Transaction Exemption 89-90 or (ii) an insurance company general account relying on Sections I and III of XXXX 00-00 xxxxx xx effected through Natixis Securities Americas LLC or X.X. Xxxxxx Credit Suisse Securities (USA) LLC. (g) For all exchanges other than any exchange effectuated by the Depositor pursuant to Section 5.8(d), in order to effect an exchange of an Exchangeable Group of Certificates, the Certificateholder shall notify the Certificate Administrator in writing or by e-mail at xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx (with a subject line referencing “NCMS 201920 Times Square Trust 2018-10K20TS” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP number Number of each Certificate to be exchanged and each Certificate to be received; the original and outstanding Certificate Balance or Notional Amount, as applicable, of the Certificates to be exchanged and the original and outstanding Certificate Balance or Notional Amount, as applicable, of the Certificates to be received; the Certificateholder’s Depository Participant participant number, if applicable; and the proposed Exchange Date. The Certificateholder and the Certificate Registrar shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange of the applicable Certificates that are Global Certificates. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. Global Certificates shall be exchangeable on the books of the Depository for the corresponding Global Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit R. (h) The Certificate Administrator shall make the first distribution on a Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability of the applicable Certificates in the market to accomplish any exchange.

Exchanges of Exchangeable Groups of Certificates. (a) The Grantor Trust shall be maintained by the Certificate Administrator, on behalf of the Trustee, in part for the benefit of the Holders of the Certificates (other than the Class R Certificates). The assets of the Grantor Trust held for the benefit of the Holders of the Certificates (other than the Class R Certificates) shall consist of the Regular Interests. The Regular Interests shall be held by the Certificate Administrator for the benefit of the Trustee. At all times, each Regular Certificate shall represent beneficial ownership interests in the related Class Percentage Interest of the related Regular Interest, in each case, with the corresponding alphabetical and numerical designation. At all times, the Class V-ABC A Certificates shall represent beneficial ownership interests in the Class V-ABC A Percentage Interest of the Class A, Class B, Class C A and Class X X-A Regular Interests. At all times, the Class V-D BCD Certificates shall represent beneficial ownership interests in the Class V-D BCD Percentage Interest of the Class B, Class C, Class D and Class X-B Regular Interests. At all times, the Class V2 Certificates shall represent beneficial ownership interests in the Class V2 Percentage Interest of the Regular Interests. At all times, the Class V-E Certificates shall represent beneficial ownership interests in the Class V-E Percentage Interest of the Class E Regular Interests. At all times, the Class V-F Certificates shall represent beneficial ownership interests in the Class V-F Percentage Interest of the Class F Regular Interests. At all times, the Class V2 Certificates shall represent beneficial ownership interests in the Class V2 Percentage Interest of the Regular Interests. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Certificates (other than the Class R Certificates). Each Class of Certificates (other than the Class R Certificates) shall be initially issued on the Closing Date with the respective aggregate Initial Certificate Balance or Initial Notional Amount, as applicable, set forth for such Class in the Introductory Statement. (c) Following the Closing Date and subject to the conditions set forth in Section 5.8(d), if a Certificateholder holds a uniform Tranche Percentage Interest in an Exchangeable Group of Certificates, then such Exchangeable Group of Certificates may be exchanged on the books of the Depository for the same Tranche Percentage Interest in any other Exchangeable Group of Certificates as the Certificates to be surrendered. The Certificate(s) identified in the table below under “Exchangeable Group 1”, “Exchangeable Group 2” and “Exchangeable Group 3” are each an “Exchangeable Group” of Certificates. Class A Class V-ABC A Class V2 Class X X-A Class X-B Class V-BCD Class B Class C Class D Class V-D Class E Class V-E Class F Class V-F For the avoidance of doubt, by way of example, the holder of a uniform Tranche Percentage Interest of each Class of Regular Certificates (collectively referred to in the table above as “Exchangeable Group 1”) may exchange such Certificates for the same Tranche Percentage Interest in either (i) the Class V-ABCA, Class V-D, BCD Certificates and Class V-E and Class V-F Certificates (collectively referred to in the table above as “Exchangeable Group 2”) or (ii) the Class V2 Certificates (referred to in the table above as “Exchangeable Group 3”). (d) An exchange of an Exchangeable Group of Certificates may only occur if the Certificates being surrendered or received in such exchange have denominations no smaller than the minimum denominations set forth in Section 5.1(b). There shall be no limitation on the number of exchanges of Exchangeable Groups of Certificates authorized pursuant to this Section 5.8. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date and shall deliver instructions substantially in the form of Exhibit R to the Certificate Administrator along with the original Certificate exchanged (unless such exchanged Certificate was deemed issued). (e) For any exchange other than any exchange effectuated on the Closing Date by the Depositor pursuant to Section 5.8(d), at the request of the Holder of a uniform Tranche Percentage Interest of an Exchangeable Group of Certificates, and upon the surrender of the Certificates evidencing such Tranche Percentage Interest, the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.8(g)) the corresponding Exchangeable Group of Certificates to which such Certificateholder is entitled as set forth in Section 5.8(c). (f) In connection with any exchange of an Exchangeable Group of Certificates, (i) the Certificate Registrar shall reduce the outstanding aggregate Certificate Balance or Notional Amount, as applicable, of the Class or Classes comprising the Exchangeable Group of Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Certificate Balance or Notional Amount, as applicable, of the related Class or Classes of the Exchangeable Group of Certificates received by such Holder in such exchange on the Certificate Register, (ii) the Certificate Registrar shall reduce the Initial Certificate Balance or Initial Notional Amount specified in the Introductory Statement to this Agreement, as applicable, of the Class or Classes comprising the Exchangeable Group of Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the Initial Certificate Balance or Initial Notional Amount specified in the Introductory Statement to this Agreement, as applicable, of the related Class or Classes of the Exchangeable Group of Certificates received by such Holder, and (iii) in the case of any related Global Certificate, the Certificate Registrar or the Certificate Administrator, as applicable, shall approve the instructions at the Depository and make appropriate notations on the Global Certificate for each related Class of Certificates to reflect such reductions and increases. Any transfer of a Certificate evidencing the RR Interest to (i) a Plan subject to ERISA or Section 4975 of the Code relying on Prohibited Transaction Exemption 89-90 or (ii) an insurance company general account relying on Sections I and III of XXXX 00-00 xxxxx xx effected through Natixis Securities Americas LLC or X.X. Xxxxxx Credit Suisse Securities (USA) LLC. (g) For all exchanges other than any exchange effectuated by the Depositor pursuant to Section 5.8(d), in order to effect an exchange of an Exchangeable Group of Certificates, the Certificateholder shall notify the Certificate Administrator in writing or by e-mail at xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx (with a subject line referencing “NCMS 2019-10KLVL” and setting forth the proposed Exchange Date) no later than three Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP number of each Certificate to be exchanged and each Certificate to be received; the original and outstanding Certificate Balance or Notional Amount, as applicable, of the Certificates to be exchanged and the original and outstanding Certificate Balance or Notional Amount, as applicable, of the Certificates to be received; the Certificateholder’s Depository Participant participant number, if applicable; and the proposed Exchange Date. The Certificateholder and the Certificate Registrar shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange of the applicable Certificates that are Global Certificates. A notice shall become irrevocable on the second Business Day before the proposed Exchange Date. Global Certificates shall be exchangeable on the books of the Depository for the corresponding Global Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit R. (h) The Certificate Administrator shall make the first distribution on a Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability of the applicable Certificates in the market to accomplish any exchange.

Exchanges of Exchangeable Groups of Certificates. (a) The Grantor Trust shall be maintained by the Certificate Administrator, on behalf of the Trustee, in part for the benefit of the Holders of the Certificates (other than the Class R Certificates). The assets of the Grantor Trust held for the benefit of the Holders of the Certificates (other than the Class R Certificates) shall consist of the Regular Interests. The Regular Interests shall be held by the Certificate Administrator for the benefit of the Trustee. At all times, each Regular Certificate shall represent beneficial ownership interests in the related Class Percentage Interest of the related Regular Interest, in each case, with the corresponding alphabetical and numerical designation. At all times, the Class VV1-ABC AB Certificates shall represent beneficial ownership interests in the Class VV1-ABC AB Percentage Interest of the Class A, Class B, Class C A and Class X B Regular Interests. At all times, the Class VV1-C Certificates shall represent beneficial ownership interests in the Class V1-C Percentage Interest of the Class C Regular Interests. At all times, the Class V1-D Certificates shall represent beneficial ownership interests in the Class VV1-D Percentage Interest of the Class D Regular Interests. At all times, the Class VV1-E Certificates shall represent beneficial ownership interests in the Class VV1-E Percentage Interest of the Class E Regular Interests. At all times, the Class V-F Certificates shall represent beneficial ownership interests in the Class V-F Percentage Interest of the Class F Regular Interests. At all times, the Class V2 Certificates shall represent beneficial ownership interests in the Class V2 V Percentage Interest of the Regular Interests. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Certificates (other than the Class R Certificates). Each Class of Certificates (other than the Class R Certificates) shall be initially issued on the Closing Date with the respective aggregate Initial initial Certificate Balance or Initial Notional Amount, as applicable, set forth for such Class in the Introductory Statement. (c) Following the Closing Date and subject to the conditions set forth in Section 5.8(d), if a Certificateholder holds a uniform Tranche Percentage Interest in an Exchangeable Group of Certificates, then such Exchangeable Group of Certificates may be exchanged on the books of the Depository for the same Tranche Percentage Interest in any other Exchangeable Group of Certificates as the Certificates to be surrendered. The Certificate(s) identified in the table below under “Exchangeable Group 1”", “Exchangeable Group 2” and “Exchangeable Group 3” are each an “Exchangeable Group” of Certificates. Class A Class VV1-ABC AB Class V2 Class X Class B Class C Class V1-C Class D Class VV1-D Class E Class VV1-E Class F Class V-F For the avoidance of doubt, by way of example, the holder of a uniform Tranche Percentage Interest of each Class of Regular Certificates (collectively referred to in the table above as “Exchangeable Group 1”") may exchange such Certificates for the same Tranche Percentage Interest in either (i) the Class VV1-ABCAB, Class VV1-DC, Class VV1-D and Class V1-E and Class V-F Certificates (collectively referred to in the table above as “Exchangeable Group 2”") or (ii) the Class V2 Certificates (referred to in the table above as “Exchangeable Group 3”"). (d) An exchange of an Exchangeable Group of Certificates may only occur if the Certificates being surrendered or received in such exchange have denominations no smaller than the minimum denominations Denominations set forth in Section 5.1(b). There shall be no limitation on the number of exchanges of Exchangeable Groups of Certificates authorized pursuant to this Section 5.8. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date and shall deliver instructions substantially in the form of Exhibit R to the Certificate Administrator along with the original Certificate exchanged (unless such exchanged Certificate was deemed issued). (e) For any exchange other than any exchange effectuated on the Closing Date by the Depositor pursuant to Section 5.8(d), at the request of the Holder of a uniform Tranche Percentage Interest of an Exchangeable Group of Certificates, and upon the surrender of the Certificates evidencing such Tranche Percentage InterestPercentage, the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.8(g)) the corresponding Exchangeable Group of Certificates to which such Certificateholder is entitled as set forth in Section 5.8(c). (f) In connection with any exchange of an Exchangeable Group of Certificates, (i) the Certificate Registrar shall reduce the outstanding aggregate Certificate Balance or Notional Amount, as applicable, of the Class or Classes comprising the Exchangeable Group of Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Certificate Balance or Notional Amount, as applicable, of the related Class or Classes of the Exchangeable Group of Certificates received by such Holder in such exchange on the Certificate Register, (ii) the Certificate Registrar shall reduce the Initial initial Certificate Balance or Initial Notional Amount specified in the Introductory Statement to this Agreement, as applicable, of the Class or Classes comprising the Exchangeable Group of Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the Initial initial Certificate Balance or Initial Notional Amount specified in the Introductory Statement to this Agreement, as applicable, of the related Class or Classes of the Exchangeable Group of Certificates received by such Holder, and (iii) in the case of any related Global Certificate, the Certificate Registrar or the Certificate Administrator, as applicable, shall approve the instructions at the Depository and make appropriate notations on the Global Certificate for each related Class of Certificates to reflect such reductions and increases. Any transfer of a Certificate evidencing the RR Interest to (i) a Plan subject to ERISA or Section 4975 of the Code relying on Prohibited Transaction Exemption 89-90 or (ii) an insurance company general account relying on Sections I and III of XXXX PXXX 00-00 xxxxx xx effected through Natixis Securities Americas LLC or X.X. Xxxxxx Credit Suisse Securities (USA) LLC. (g) For all exchanges other than any exchange effectuated by the Depositor pursuant to Section 5.8(d), in order to effect an exchange of an Exchangeable Group of Certificates, the Certificateholder shall notify the Certificate Administrator in writing or by e-mail at xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx cxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx (with a subject line referencing “NCMS 20192018-10KALXA” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP number Number of each Certificate to be exchanged and each Certificate to be received; the original and outstanding Certificate Balance or Notional Amount, as applicable, of the Certificates to be exchanged and the original and outstanding Certificate Balance or Notional Amount, as applicable, of the Certificates to be received; the Certificateholder’s Depository Participant participant number, if applicable; and the proposed Exchange Date. The Certificateholder and the Certificate Registrar shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange of the applicable Certificates that are Global Certificates. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. Global Certificates shall be exchangeable on the books of the Depository for the corresponding Global Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit R. (h) The Certificate Administrator shall make the first distribution on a Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability of the applicable Certificates in the market to accomplish any exchange.

Exchanges of Exchangeable Groups of Certificates. (a) The Grantor Trust shall be maintained by the Certificate Administrator, on behalf of the Trustee, in part for the benefit of the Holders of the Certificates (other than the Class R Certificates). The assets of the Grantor Trust held for the benefit of the Holders of the Certificates (other than the Class R Certificates) shall consist of the Regular Interests. The Regular Interests shall be held by the Certificate Administrator for the benefit of the Trustee. At all times, each Regular Certificate shall represent beneficial ownership interests in the related Class Percentage Interest of the related Regular Interest, in each case, with the corresponding alphabetical and numerical designation. At all times, the Class VV1-ABC A Certificates shall represent beneficial ownership interests in the Class VV1-ABC A Percentage Interest of the Class A, Class B, Class C A and Class X X-A Regular Interests. At all times, the Class VV1-XB Certificates shall represent beneficial ownership interests in the Class V1-SB Percentage Interest of the Class X-B Regular Interests. At all times, the Class V1-B Certificates shall represent beneficial ownership interests in the Class V1-B Percentage Interest of the Class B Regular Interests. At all times, the Class V1-C Certificates shall represent beneficial ownership interests in the Class V1-C Percentage Interest of the Class C Regular Interests. At all times, the Class V1-D Certificates shall represent beneficial ownership interests in the Class VV1-D Percentage Interest of the Class D Regular Interests. At all times, the Class VV1-E Certificates shall represent beneficial ownership interests in the Class VV1-E Percentage Interest of the Class E Regular Interests. At all times, the Class V-F Certificates shall represent beneficial ownership interests in the Class V-F Percentage Interest of the Class F Regular Interests. At all times, the Class V2 Certificates shall represent beneficial ownership interests in the Class V2 V Percentage Interest of the Regular Interests. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Certificates (other than the Class R Certificates). Each Class of Certificates (other than the Class R Certificates) shall be initially issued on the Closing Date with the respective aggregate Initial Certificate Balance or Initial Notional Amount, as applicable, set forth for such Class in the Introductory Statement. (c) Following the Closing Date and subject to the conditions set forth in Section 5.8(d), if a Certificateholder holds a uniform Tranche Percentage Interest in an Exchangeable Group of Certificates, then such Exchangeable Group of Certificates may be exchanged on the books of the Depository for the same Tranche Percentage Interest in any other Exchangeable Group of Certificates as the Certificates to be surrendered. The Certificate(s) identified in the table below under “Exchangeable Group 1”, “Exchangeable Group 2” and “Exchangeable Group 3” are each an “Exchangeable Group” of Certificates. Class A Class V-ABC Class V2 Class X Class B Class C Class D Class V-D Class E Class V-E Class F Class V-F For the avoidance of doubt, by way of example, the holder of a uniform Tranche Percentage Interest of each Class of Regular Certificates (collectively referred to in the table above as “Exchangeable Group 1”) may exchange such Certificates for the same Tranche Percentage Interest in either (i) the Class V-ABC, Class V-D, Class V-E and Class V-F Certificates (collectively referred to in the table above as “Exchangeable Group 2”) or (ii) the Class V2 Certificates (referred to in the table above as “Exchangeable Group 3”). (d) An exchange of an Exchangeable Group of Certificates may only occur if the Certificates being surrendered or received in such exchange have denominations no smaller than the minimum denominations set forth in Section 5.1(b). There shall be no limitation on the number of exchanges of Exchangeable Groups of Certificates authorized pursuant to this Section 5.8. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date and shall deliver instructions substantially in the form of Exhibit R to the Certificate Administrator along with the original Certificate exchanged (unless such exchanged Certificate was deemed issued). (e) For any exchange other than any exchange effectuated on the Closing Date by the Depositor pursuant to Section 5.8(d), at the request of the Holder of a uniform Tranche Percentage Interest of an Exchangeable Group of Certificates, and upon the surrender of the Certificates evidencing such Tranche Percentage Interest, the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.8(g)) the corresponding Exchangeable Group of Certificates to which such Certificateholder is entitled as set forth in Section 5.8(c). (f) In connection with any exchange of an Exchangeable Group of Certificates, (i) the Certificate Registrar shall reduce the outstanding aggregate Certificate Balance or Notional Amount, as applicable, of the Class or Classes comprising the Exchangeable Group of Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Certificate Balance or Notional Amount, as applicable, of the related Class or Classes of the Exchangeable Group of Certificates received by such Holder in such exchange on the Certificate Register, (ii) the Certificate Registrar shall reduce the Initial Certificate Balance or Initial Notional Amount specified in the Introductory Statement to this Agreement, as applicable, of the Class or Classes comprising the Exchangeable Group of Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the Initial Certificate Balance or Initial Notional Amount specified in the Introductory Statement to this Agreement, as applicable, of the related Class or Classes of the Exchangeable Group of Certificates received by such Holder, and (iii) in the case of any related Global Certificate, the Certificate Registrar or the Certificate Administrator, as applicable, shall approve the instructions at the Depository and make appropriate notations on the Global Certificate for each related Class of Certificates to reflect such reductions and increases. Any transfer of a Certificate evidencing the RR Interest to (i) a Plan subject to ERISA or Section 4975 of the Code relying on Prohibited Transaction Exemption 89-90 or (ii) an insurance company general account relying on Sections I and III of XXXX 00-00 xxxxx xx effected through Natixis Securities Americas LLC or X.X. Xxxxxx Securities LLC. (g) For all exchanges other than any exchange effectuated by the Depositor pursuant to Section 5.8(d), in order to effect an exchange of an Exchangeable Group of Certificates, the Certificateholder shall notify the Certificate Administrator in writing or by e-mail at xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx (with a subject line referencing “NCMS 2019-10K” and setting forth the proposed Exchange Date) no later than three Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP number of each Certificate to be exchanged and each Certificate to be received; the original and outstanding Certificate Balance or Notional Amount, as applicable, of the Certificates to be exchanged and the original and outstanding Certificate Balance or Notional Amount, as applicable, of the Certificates to be received; the Certificateholder’s Depository Participant number, if applicable; and the proposed Exchange Date. The Certificateholder and the Certificate Registrar shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange of the applicable Certificates that are Global Certificates. A notice shall become irrevocable on the second Business Day before the proposed Exchange Date. Global Certificates shall be exchangeable on the books of the Depository for the corresponding Global Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit R. (h) The Certificate Administrator shall make the first distribution on a Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability of the applicable Certificates in the market to accomplish any exchange.